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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) April 19, 1996
LOMAK PETROLEUM, INC.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 0-9592
DELAWARE 34-1312571
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
500 THROCKMORTON STREET 76102
FORT WORTH, TEXAS (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (817) 870-2601
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ITEM 2. Acquisition Or Disposition Of Assets.
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On April 4, 1996, Lomak Petroleum, Inc. ("Lomak") executed an asset
purchase agreement with a private company for $38 million to acquire a group of
oil and gas properties. Approximately 90% of the reserves are in Texas,
Oklahoma and New Mexico, with the remainder in the Rocky Mountains. The
properties include 288 producing wells and 108 proven recompletion and
development drilling opportunities. Also included are 17,300 net acres located
in east and south Texas.
The source of funds to be used for the acquisition will consist of $38
million of long-term debt utilizing Lomak's existing bank credit facility and
its working capital.
The foregoing description of the above described transaction is
qualified in its entirety by reference to the Agreement, which is being filed
herewith as Exhibit 1 and is fully incorporated by reference herein.
ITEM 7. Financial Statements and Exhibits.
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(c) Exhibits
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1. Asset Purchase Agreement dated April 4, 1996 between Bannon
Energy Incorporated and Lomak Petroleum, Inc.
2. Press Release issued by Lomak Petroleum, Inc. on April 8,
1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LOMAK PETROLEUM, INC.
By /s/ Thomas W. Stoelk
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Thomas W. Stoelk
Chief Financial Officer
April 19, 1996
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Exhibit 1
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") dated as of the
4th day of April, 1996, is between BANNON ENERGY INCORPORATED, a Texas
corporation ("Seller"), and LOMAK PETROLEUM, INC., a Delaware corporation
("Buyer").
W I T N E S E T H:
- - - - - - - - -
Whereas, effective as of January 1, 1996 at 7:00 a.m. (local time, as
to each property, and being called the "EFFECTIVE TIME") but subject to the
limitations, reservations and other terms hereof, Seller desires to sell,
transfer, assign and convey, and Buyer desires to purchase and pay for all of
the right, title and interest of Seller in and to all of the oil and gas assets
of Seller situated in or relating to lands situated in the States of Texas,
Oklahoma, New Mexico and Wyoming, but in all events excluding the Excluded
Properties (as hereinafter defined), and which properties to be transferred
shall include the following:
(A) All of Seller's right, title and interest in and to
all oil and gas and other mineral leasehold interests described in SCHEDULE I
attached hereto and made a part hereof insofar as such cover and relate to the
lands and depths described or referred to in SCHEDULE I (said land as limited
to depth being herein called the "LANDS" and said leasehold interests being
herein called the "LEASES"), together with (i) all of Seller's rights,
privileges, benefits and powers conferred upon the holder of the Leases with
respect to the use and occupation of the surface of and the subsurface depths
under the Lands which may be necessary, convenient or incidental to the
possession and enjoyment of the interests in the Leases to be assigned as
contemplated hereby, and (ii) all tenements, hereditaments and appurtenances of
Seller belonging to the Leases.
(B) All of Seller's right, title and interest in and to
all wells and wellbores, personal property, equipment (excluding rented and
other leased equipment and inventory), flow lines or sale lines, fixtures and
improvements, together with any other property directly relating to Seller's
interests and rights in the Leases and any gathering systems, gas processing
and/or gasoline plants.
(C) All of Seller's right, title and interest in and to
all the property, contracts and agreements (including without limitation
operating agreements, gas balancing agreements, gathering agreements,
processing agreements, farmout and/or participation agreements and lease
options), relating to the properties in clauses (A) and (B) or which are
described or referenced in SCHEDULE I, and in all division orders, production
and/or product purchase and sale contracts, leases and rental nnyagreements
(including without limitation for compressors and other rented and leased
equipment), permits, rights-of-way, servitudes, easements and licenses, options
and orders in any way relating to Seller's interests and rights in the
properties referenced in clauses (A) and (B) above including, without
limitation, those described in SCHEDULE I.
(D) All of Seller's right, title and interest in, to and
under or derived from all communitization, unitization and pooling agreements
or communitized areas, units or pools created by governmental order or rule,
including units created by such agreements, orders or rules, which cover or
relate to the Leases or any of them or any part of them, whether or not
described or referred to in SCHEDULE I.
(E) All of Seller's other right, title and interest in
and to the Leases, the Lands and production from the foregoing, and other
properties, rights, titles and interests described or referenced above, whether
or not same are specified in SCHEDULE I, including without limitation Seller's
overriding royalty interests, back-in, deferred or reversionary rights, and
owned fee surface, mineral and royalty interests.
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(F) All of Seller's right, title and interest in and to
all oil, condensate, natural gas and natural gas liquids produced after the
Effective Time and all "line fill" and inventory below the pipeline connection
in tanks, in each case attributable to Seller's interest in the Leases.
(G) All of Seller's files, books, records and data (other
than Seller's financial files and records), including without limitation, maps,
logs, title opinions and curative, production records, geological data, and
computer data bases, relating to the properties, rights, titles and interests
described above (collectively the "FILES"); provided Seller shall be entitled
to retain copies of all land and geological files relating to the New Projects
(as hereinafter defined). To the extent assignable and if Buyer desires an
assignment of same, Seller will assign its rights as to all geophysical data
relating to the Interests. Otherwise Seller will retain all nonassigned
geophysical data and, to the extent allowed under applicable agreements, will
allow Buyer and its consultants (but no other party) to have access to review
said data.
(H) All of Seller's field office and/or building leases,
furniture, fixtures and equipment therein and trailers utilized in the field
and owned and leased field vehicles.
All of the foregoing clauses (A) through (H) (but excluding the Excluded
Properties (as hereinafter defined)) are herein collectively called the
"INTERESTS." Notwithstanding the foregoing, the Interests included in clause
(G) shall include any additional Files through the Closing Date (as hereinafter
defined).
There is excluded from the Interests and reserved to Seller,
its successors and assigns, the following (all of which are collectively called
the "EXCLUDED PROPERTIES"):
(A) Seller's oil and other liquid hydrocarbons in the
tanks above the pipeline connection at the Effective Time;
(B) Any and all rights and claims which are for the
benefit of Seller arising, accruing or existing in Seller prior to the
Effective Time including, but not limited to, any and all contract rights,
claims, receivables, revenues, recoupment rights, recovery rights, accounting
adjustments, mispayments or erroneous payments, and any other claims or rights
of any nature relating to any time period prior to the Effective Time;
(C) The equipment and supplies in inventory identified in
SCHEDULE II attached hereto and made a part hereof; and
(D) An undivided twelve and one-half percent of the
right, title and interest of Seller in and to the leases and lease options
described in SCHEDULE III and the agreements described or referenced in said
schedules (the "NEW PROJECTS").
IN CONSIDERATION of the above recitals and of the benefits to be
derived by each party under this Agreement, it is hereby agreed as follows:
1. SALE AND PURCHASE. Subject to the terms, conditions,
reservations and exceptions of this Agreement, on the Closing Date (as
hereinafter defined) as of the Effective Time, Seller agrees to sell, transfer,
assign and convey to Buyer and Buyer agrees to purchase and pay Seller the
Purchase Price (as defined in Section 2 of this Agreement) for the Interests.
Unless extended pursuant to the terms of this Agreement, if the conditions to
Closing referred to in Sections 14 and 15 of this Agreement have been satisfied
or waived, the Closing (the "CLOSING") shall be held on or before the later of
April 30, 1996 or the date on which the requirements of the HSR Act (as
hereinafter defined) have been fully complied with (the "CLOSING DATE").
Certain terms used in this Agreement are defined in Section 39. a)
2. PURCHASE PRICE. The purchase price for the Interests shall be
Thirty-Eight Million Dollars ($38,000,000) as adjusted pursuant to this
Agreement (the "PURCHASE PRICE"). At Closing the Purchase Price shall be paid
by Buyer's payment to Seller in immediately available funds as set forth in
Section 16.
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3. ALLOCATION OF THE PURCHASE PRICE. Attached hereto as SCHEDULE
IV is the allocation of the Purchase Price among the leasehold interests,
operating rights and other properties comprising the Interests. References
hereinafter to a "property" or "properties" refer to the wells, units and other
subdivisions of the Interests listed on SCHEDULE IV as to which a portion of
the Purchase Price has been allocated. The parties believe such allocation
represents a fair allocation of the Purchase Price among the Interests. Each
party agrees to use the allocated values as set out on SCHEDULE IV for federal
and state taxation purposes and shall not change a valuation without the prior
written consent of the other party.
4. ALLOCATIONS.
(A) The parties agree that all production of oil, gas and
other minerals from the Interests prior to the Effective Time, and all proceeds
from the sale of such production, and all expenses accrued prior to the
Effective Time shall be the property and obligation of Seller. All such
production upon and after the Effective Time, and all proceeds from the sale
thereof and all expenses accrued after the Effective Time except for Seller's
G&A, shall be the property and obligation of Buyer. Attached hereto as
SCHEDULE V and made a part hereof is a schedule identifying oil in tanks for
operated properties as of the Effective Time as set forth in SCHEDULE V shall
be used as an adjustment for the benefit of Seller in the Preliminary
Settlement Statement as defined in Subsection (F) below.
(B) At and after the Closing Date, Buyer shall assume any
and all obligations for the subsequent plugging and abandoning of any wells and
wellbores included in SCHEDULE I including costs for the restoration of the
surface. Buyer shall have no rights or obligations with any wells or wellbores
not included on SCHEDULE I.
(C) At Closing Buyer shall assume and be responsible for
all rights and/or liabilities of Seller arising from any gas imbalances
affecting the Interests as of the Effective Time and thereafter. As a part of
the Final Accounting Buyer shall pay to Seller for underproduction and Seller
shall pay to Buyer for overproduction as the case may be. Pricing shall be as
agreed between Buyer and Seller, but absent agreement shall be the applicable
sales prices in effect at the time the imbalance occurred. In the event
subsequent to the Final Accounting Date, the imbalance volumes as of the
Effective Time should change settlements thereof shall be made and paid in
accordance with this Subsection (C).
(D) Seller shall be responsible for the settlement of or
receive the benefit from all joint interest billing audits which relate to
accounting periods prior to the Closing Date. Buyer shall be responsible for
the settlement of or receive the benefit from all joint interest billing audits
which relate to accounting periods on and after the Closing Date.
(E) Seller shall be entitled to retain, if paid, and
shall be entitled to receive, if not paid, all amounts billed (whether billed
before or after the Closing Date) by Seller as operator, contract operator, or
agent operator to third parties for administrative or other costs through the
period ending on the Closing Date chargeable, incurred or paid or to be paid by
Seller in operating the Interests, including without limitation for operator
overhead reimbursement. Said charges shall be consistent with underlying
agreements and past accounting and operational practices.
(F) Seller shall deliver to Buyer on or before the fourth
business day prior to Closing a preliminary settlement statement ("PRELIMINARY
SETTLEMENT STATEMENT") setting forth adjustments to the Purchase Price provided
for in or required by this Agreement using estimates where actual amounts are
not known at the Closing. The Preliminary Settlement Statement shall be
prepared in accordance with this Agreement and with standard industry and
accounting practices. As soon as reasonably practicable after the Closing, but
not later than sixty (60) days thereafter Seller shall prepare, in accordance
with this Agreement and with standard industry and accounting practices, and
deliver to Buyer, a final accounting statement showing the proration and
calculation of
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credits and payment obligations of Buyer and Seller hereunder. As soon as
reasonably practicable thereafter, Buyer shall deliver to Seller a written
report containing any changes that Buyer proposes to be made in such statement.
The parties shall use their best efforts to reach agreement (the "FINAL
ACCOUNTING") on the final accounting statement on or before the 90th day after
the Closing Date (such date the "FINAL ACCOUNTING DATE", whether or not Seller
and Buyer have agreed on the Final Accounting). If the parties hereto have not
agreed on the Final Accounting by the Final Accounting Date, then each of Buyer
and Seller shall direct their independent accountants to select a mutually
acceptable third party accounting firm, which is unaffiliated with Buyer and
Seller, to prepare the Final Accounting, and the Final Accounting prepared by
such accounting firm shall be final and binding on Buyer and Seller. The cost,
if any, of such independent accounting firm shall be borne equally by Buyer and
Seller.
(G) Subsequent to the Final Accounting through the period
ending one year from the Closing Date, except for matters provided in this
Agreement as to which there is a longer time limit or no time limit such as
with respect to gas imbalances in Subsection (C) above, either party hereto may
notify the other party of additional adjustments. Such claims shall be
resolved and paid within 30 days after receipt of notice thereof. Any disputes
shall be resolved in the same manner as described in Subsection (F) above.
5. BUYER'S DUE DILIGENCE: Buyer has previously executed a
confidentiality agreement (the "CONFIDENTIALITY AGREEMENT") dated January 19,
1996 (and accepted January 25, 1996) with Petrie Parkman & Co., Inc., as agent
for Seller, which shall continue in full force and effect and govern Buyer's
due diligence review. Additionally, Seller has furnished Buyer for information
purposes only and not as an offer (copy #E-1) a confidential brochure regarding
Seller dated January 1996.
(A) PROPRIETARY INFORMATION: Seller may provide Buyer
and/or has heretofore provided Buyer with proprietary, subjective,
confidential, or interpretative data, reports,information or projections
concerning the past or present production of hydrocarbons or the quality and
quantity, if any, of the hydrocarbon reserves or the environmental condition of
the Interests (hereinafter collectively referred to as "PROPRIETARY DATA").
Except for all accounting and financial information possessed by Seller with
respect to the Interests covering the period from January 1, 1994 through the
date hereof, but excluding all projections, whether prepared by Seller or
independent accountants retained by Seller and all data regarding actual
production and actual well data taken by Seller during its ownership of the
Interests (collectively the "ACTUAL DATA") Seller disclaims all responsibility
for the accuracy or completeness of the Proprietary Data. Buyer specifically
acknowledges and agrees that the Proprietary Data, other than the Actual Data,
is proprietary, subjective, confidential and interpretative; that Buyer will
not and/or has not heretofore relied on the Proprietary Data (other than the
Actual Data) for any purpose whatsoever, including but not limited to the
calculation of its own projections concerning the quality and quantity, if any,
of hydrocarbon reserves contained in the Interests or its decision to purchase
the Interests.
(B) ACCESS TO SELLER'S NON-PROPRIETARY INFORMATION: In
addition to the Proprietary Data which Seller may provide to Buyer as described
above, Seller shall make available to Buyer for review and copying at Buyer's
expense during normal business hours at Seller's offices all material
non-proprietary files, records, documents and non-interpretive data in Seller's
possession relating to the Interests, including but not limited to, lease,
land, title and division order files (including any abstracts of title, title
opinions and title curative documents), contracts, correspondence, permitting
files, engineering, production and well files and well logs. Seller shall not
be obligated to perform any additional title work or undertake any curative and
Seller shall not be obligated to make any existing abstracts and title opinions
current.
(C) ACCESS TO SELLER'S PROPERTY: Seller shall make a
good faith effort to give Buyer or Buyer's authorized representatives, at any
reasonable time(s) before the Closing and upon adequate notice to Seller,
physical access to the Leases and equipment included in the Interests, for the
purpose of inspecting same. Such access shall be at Buyer's sole risk, cost
and expense and Buyer shall indemnify, defend and hold harmless Seller and its
respective officers, directors, employees, contractors and agents from any and
all losses, liabilities, liens or encumbrances for labor or materials, claims
and causes of action arising out of or in any way connected with or
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related to any personal injury to or death of any persons or damage to property
occurring to or on the Interests as a result of Buyer's exercise of its rights
under this subparagraph. Buyer agrees to comply fully with the reasonable
rules, regulations and instructions issued by Seller regarding the actions of
Buyer while upon, entering or leaving the Interests.
6. TITLE. Buyer, at Buyer's expense, may review title to the
Interests and based on such review the following adjustments shall be made.
(A) A "TITLE DEFECT" shall be any matter causing title to
not be Defensible Title. For the purposes of this Agreement, "DEFENSIBLE
TITLE" is such right, title and interest:
(i) that is beneficially owned by Seller and
deducible of record from the records of the applicable county and free from
reasonable doubt to the end that a prudent person engaged in the business of
the ownership, development and operation of producing oil and gas properties
with knowledge of the facts and their legal bearing would be willing to accept
same;
(ii) that, except for Permitted Encumbrances, is
not subject to an outstanding mortgage, deed of trust, lien or encumbrance or
other adverse claim not listed or referenced on SCHEDULE I (liens and security
interests which are released at or before the Closing shall not be considered
Title Defects;
i) where, with respect to any property, the net revenue interest of
Seller is not less than the net revenue interest which is set forth in SCHEDULE
I for such property, or Seller's working interest is not greater than the
working interest shown in SCHEDULE I for such property without a corresponding
increase in the net revenue interest for such property; and
(i) where the rights and interests of Seller are
not subject to being reduced by virtue of the exercise by a third party of a
reversionary, back in or similar right other than those reflected or provided
for in any of the agreements or other materials set forth in SCHEDULE I.
As used herein, the term "PERMITTED ENCUMBRANCES" shall mean
the following items relating to the Interests, provided none of the following
items shall operate to increase the working interest of Seller as set forth in
SCHEDULE I for any of the Interests, without a corresponding increase in the
applicable net revenue interest or decrease the net revenue interest of Seller
set forth in SCHEDULE I for any of the Interests:
(i) lessors' royalties, overriding royalties, net
profits interests, production payments, reversionary interests and similar
burdens;
(ii) division orders and sales contracts;
(iii) the preferential rights to purchase
identified in SCHEDULE VI attached hereto and made a part hereof;
(iv) rights to consent to assignments and rights
of reassignment;
(v) royalty owner, materialman's, mechanic's,
repairman's employee's, contractor's operator's, tax, and other similar
statutory and common law liens or charges arising in the ordinary course of
business for obligations that are not delinquent or that will be paid and
discharged in the ordinary course of business;
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(vi) rights to consent by, required notices to,
filings with, or other actions by governmental entities in connection with the
sale or conveyance of oil and gas leasehold and fee estates or interests
therein, which consents, notices, filings and/or other actions are customarily
obtained after closing;
(vii) easements, rights-of-way, servitudes,
permits, surface leases and other rights in respect of surface operations
affecting the Interests which in the aggregate are not such as to interfere
materially with the operation or use of any of the properties or materially
reduce the value thereof;
(viii) rights reserved to or vested in any
governmental, statutory or public authority to control or regulate any of the
Interests in any manner, and all applicable laws, rules and orders of any
governmental authority affecting the Interests which in the aggregate are not
such as to interfere materially with the operation or use of any of the
properties or materially reduce the value thereof;
(ix) the contracts and agreements described or
referenced in SCHEDULE I and operating agreements, unit agreements, unit
operating agreements, pooling agreements and pooling designations affecting the
Interests which are of public record or referenced in the applicable county,
federal or other records or otherwise available to Buyer and all actions taken
or operations occurring in the normal course of business pursuant to such
instruments;
(x) Title Defects that Buyer may have expressly
waived in writing or which are deemed to have been waived pursuant to
Subsection (B) below;
(xi) all conveyances, reservations and exceptions
of public record or contained in the Files affecting the Interests which in the
aggregate are not such as to interfere materially with the operation or use of
any of the Interests or materially reduce the value thereof; and
(xii) all other liens, charges, encumbrances,
contracts, agreements, instruments, obligations, defects and irregularities
affecting the Interests which would be accepted to a reasonably prudent
operator (including consideration of time in pay) and/or which in the aggregate
are not such as to interfere materially with the operation or use of the
affected properties or materially reduce the value thereof.
(A) NOTICE OF TITLE DEFECT: Prior to the Closing Date,
upon discovery of a Title Defect, Buyer shall immediately notify Seller in
writing of the nature of the Title Defect and furnish Seller Buyer's basis for
the assertion of such Title Defect and data in support thereof. Subject to
Subsection (D) below, any Title Defect which is not disclosed to Seller at
least five (5) days prior to the Closing Date shall conclusively be deemed
waived by Buyer for all purposes. Buyer or Seller, as the case may be, shall
notify the other party of any change in Title discovered which increases the
net revenue interest of Seller therein ("TITLE BENEFITS").
(B) REMEDIES FOR TITLE DEFECTS: Seller shall be under no
obligation to cure any Title Defects. Upon timely delivery of notice by Buyer
of a Title Defect, Buyer and Seller shall meet and use their best efforts to
agree on the validity of the defect and the amount of any required adjustment
to the Purchase Price, provided that in no event shall any Purchase Price
reduction for an affected property exceed the amount allocated to the affected
property on SCHEDULE IV. If Buyer and Seller cannot agree on the amount of
such Purchase Price adjustment, said amount shall be determined in accordance
with the following guidelines:
(i) if the Title Defect is based upon Buyer's
notice that Seller owns a lesser net revenue interest, then the portion of the
Purchase Price allocated on SCHEDULE IV to the affected property shall be
reduced in the same proportion that the actual net revenue interest bears to
the net revenue interest shown on SCHEDULE I for such property and the Purchase
Price shall be reduced by such amount;
(ii) if the Title Defect is a lien, encumbrance or
other charge upon a property which is liquidated in amount, then, by Closing,
such lien, encumbrance or other charge may be discharged by Seller to
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Buyer's satisfaction so as to remove the Title Defect from the affected
property and no adjustment shall be made to the Purchase Price, or the property
affected by the Title Defect may be excluded from the Interests conveyed to
Buyer at the Closing (and shall be deemed to be part of the Excluded
Properties) and the Purchase Price shall be reduced by the amount allocated to
the affected property on SCHEDULE IV;
i) if the Title Defect represents an obligation or burden upon the
affected property for which the economic detriment to Seller is not liquidated
either the parties shall agree on the amount necessary to adjust therefor or
the affected property shall be excluded from the Interests conveyed to Buyer at
the Closing (and shall be deemed to be part of the Excluded Properties) and the
Purchase Price shall be reduced by the amount allocated to the affected
property on SCHEDULE IV;
(i) if the Title Defect cannot be accommodated
pursuant to (i), (ii) or (iii) above and the parties cannot otherwise agree on
the amount of such an adjustment to the Purchase Price, the property affected
by the Title Defect shall be excluded from the Interests conveyed to Buyer at
the Closing (and shall be deemed to be part of the Excluded Properties) and the
Purchase Price shall be reduced by the amount allocated to the affected
property on SCHEDULE IV;
(ii) notwithstanding anything to the contrary
contained in this Agreement, the Purchase Price shall be adjusted for Title
Defects only if either the net amount of adjustment in any individual instance
exceeds $25,000, or if adjustment for more than one Interest, in the aggregate
exceeds $100,000.00; once either threshold amount has been reached there shall
be a full adjustment including the threshold amount except that an individual
adjustment above $25,000 shall not then be included in determining whether the
$100,000 aggregate threshold has been reached;
(iii) if Buyer shall receive an adjustment at the
Closing on account of a Title Defect, Seller shall have until a date that is
ninety (90) days after the Closing Date to cure the Title Defect at its cost
and if by such date Seller can demonstrate to Buyer's reasonable satisfaction
that the Title Defect has been cured, then Seller shall be entitled to
reimbursement by Buyer for the amount of the adjustment received by Buyer at
the Closing as a result of the Title Defect and Buyer shall pay such amount to
Seller within ten (10) business days from the date that the parties agree the
Title Defect has been cured and Seller shall at such time convey such property
to Buyer if such property had been excluded from the Interests; and
(iv) any amount otherwise payable hereunder by
Seller to Buyer shall be reduced by the amount of Title Benefits, if any.
(B) SPECIAL WARRANTY CLAIMS. Anything to the contrary
notwithstanding, Buyer shall have the right only during the two year period
following the Closing Date to make a claim against Seller with respect to any
matter constituting a breach of the special warranty of title provided in
Section 16(E)(i). Buyer and Seller shall employ the same remedies for title
defects provided in Subsection (C) above adjusted to accommodate the additional
period within which claims can be made.
2. PREFERENTIAL PURCHASE RIGHTS AND CONSENTS: It is understood by
Buyer that certain of the Interests are or may be subject to (1) preferential
purchase rights, rights of first refusal and similar option rights in third
parties to purchase a part of the Interests (collectively, "PREFERENTIAL
RIGHTS") as set forth in SCHEDULE VI attached hereto or (2) lessors' approvals
or other consents to transfer any part of the Interests (excluding governmental
approvals and other consents routinely acquired after a transfer and the
non-transferability requirement of any license, permit, right-of-way, pipeline
franchise or easement, or a requirement for renegotiation upon transfer of
ownership) (collectively, "CONSENTS TO ASSIGN"). A schedule of Consents to
Assign is attached as SCHEDULE VII. This Agreement shall be subject to the
terms and conditions of such Preferential Rights and Consents to Assign.
Seller shall use reasonable efforts to notify the holders of such Preferential
Rights of the proposed transfer of the
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affected properties and the amount of the Purchase Price allocated to such
properties. If prior to Closing any third party exercises a valid Preferential
Right, the affected properties shall be excluded from the Interests conveyed to
Buyer at the Closing (and shall be deemed to be part of the Excluded
Properties) and the Purchase Price shall be reduced by the amount allocated to
the affected property on SCHEDULE IV. Closing may occur prior to the return
(or waiver) of such preferential right notices, and in the event after Closing
a party exercises a Preferential Right, Buyer shall convey the affected
property to such third party for the price set out in such notice and Buyer
shall retain the price paid therefor. Seller shall promptly notify Buyer of
the exercise of any Preferential Right and of the lapse of any applicable
period of time within which a Preferential Right must be exercised. Seller
shall use reasonable efforts to attempt to satisfy all Consents to Assign prior
to the Closing Date. If a material Consent to Assign is not obtained within
three (3) months after Closing, then unless Buyer otherwise elects, Seller
shall pay to Buyer the allocated portion of the Purchase Price for the affected
property in return for a reassignment of such property.
3. ENVIRONMENTAL CONDITIONS.
(A) AVAILABILITY OF DATA TO BUYER. The Interests have
been used for the purpose of exploration, development, and production of oil
and gas. Historical file information, to the best of Seller's knowledge,
regarding crude oil and produced water, which may have been spilled or disposed
of on-site and the locations thereof; pits and pit closures; burials;
landfarming; landspreading; underground injection; and solid waste disposal
sites will be made available to Buyer for inspection prior to Closing.
(B) ACCESS TO CONDUCT ASSESSMENT. Promptly after
execution of this Agreement by both parties, Buyer shall have the right at its
own risk and expense, to conduct or have conducted an environmental assessment
of the Interests, including any ascertainment of the existence of any wetlands.
Seller will provide Buyer (or its contractor) with reasonable access to the
Interests operated by Seller to conduct the environmental assessment, subject
to any restrictions on Seller with respect to access to the Interests. Seller
will require Buyer and its contractor to comply with Seller's safety and
industrial hygiene procedures and to execute an environmental testing and
confidentiality agreement prior to performing any such test. Said agreement
will provide: (1) that all information obtained by the environmental assessment
be used solely for the purpose of an environmental evaluation of the Interests,
(2) that drafts of all reports, data, and other information produced or
obtained as a result of the environmental assessment be provided to Seller, for
its comments, prior to a final version of said reports being written, and (3)
Buyer and its contractor agree to review Seller's comments and information
prior to a final version of said reports being written. Buyer shall provide
Seller five (5) days written notice of a desired date for such testing or
assessment and the proposed locations. Seller shall have the right to be
present during any testing or assessment and shall have a right to require
splitting of all samples. Buyer shall provide Seller copies of all reports,
results, data, and analyses in connection therewith within two (2) days of
Buyer's receipt of same.Buyer agrees to release, indemnify, defend, and hold
harmless Seller against any liability, loss, or damage to persons or property
arising out of such access or environmental assessment.
(C) MATERIAL ADVERSE ENVIRONMENTAL CONDITIONS. From the
Closing Date through the period ending one year thereafter, Buyer shall
promptly advise Seller of any material adverse environmental conditions of the
Interests which were in existence on or before the Closing Date which it finds
unacceptable and provide evidence thereof. Claims made hereunder shall be
determined in accordance with good industry practice exercised by companies
having oil and gas assets in the range of $100,000,000 to $500,000,000 and who
operate properties in the state in which the property or properties subject to
potential environmental claims are located. For the purpose of this Section, a
condition shall be "material" only if the cost payable by Buyer after
reimbursement from the other owners to remediate a condition is in excess of
$100,000. Buyer shall treat all information regarding any adverse
environmental conditions as confidential whether material or not and shall not
make any contact with any governmental authority regarding same without
Seller's written consent until after the Closing. Prior to Closing if any
material adverse environmental condition is discovered then, within five (5)
days after receipt of notice from Buyer, with respect to each material adverse
environmental condition ("CONDITION"), Seller will notify Buyer as to whether
Seller wishes to (i) pay to remedy such Condition to Buyer's satisfaction or
(ii) remove that portion of the
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Interests from the Interests being conveyed and adjust the Purchase Price
accordingly. If such notice is given by Buyer to Seller within one year
subsequent to the Closing Date, Seller shall, at its option: (i) pay Buyer in
the amount necessary to remedy the Condition to Buyer's satisfaction; or (ii)
pay to Buyer the allocated portion of the Purchase Price for the affected
Interest in return for a reassignment of said Interest. If the property is
taken back by Seller, except to the extent of acts of Buyer as to which Buyer
shall be responsible, Seller agrees to hold Buyer harmless from any and all
liability and responsibility therefor and agrees to indemnify, defend, and hold
harmless Buyer from any and all claims, fines, expenses, costs, losses, and
liabilities whatsoever (including, without limitation, attorneys' fees and
costs) in connection with the Condition of the Interests or Buyer's failure to
properly remediate in accordance with any applicable law. In addition, after
the date which is one year subsequent to the Closing Date and for those of the
Interests not retained by or returned to Seller, Buyer agrees to (i) accept all
responsibility and liability for the environmental condition, including but not
limited to, all existing and prospective claims, causes of action, fines,
losses, costs, and expenses, excluding pending claims which shall remain the
obligation of Seller and (ii) release Seller from any and all liability and
responsibility therefor, including for statutory and strict liability and
rights of contribution, and agrees to indemnify, defend, and hold harmless
Seller from any and all claims, fines, expenses, costs, losses, and liabilities
whatsoever (including, without limitation, attorneys' fees and costs) in
connection with the environmental condition of the Interests or Buyer's failure
to properly remediate in accordance with any applicable law.
(D) Buyer shall be foreclosed from making any new claims
under this Section 8 after the period ending one year from the Closing Date has
elapsed. Nothing herein contained shall limit the extent of liability
ultimately determined for claims made within said one year period. The failure
of Buyer to uncover facts upon which a claim could have been based if made
within said one year period for whatever reason shall not permit making new
claims thereafter.
4. HART-SCOTT-RODINO FILING. As soon as practicable but in no
event later than seven days after execution hereof the parties shall file (or
will cause their ultimate parent entities to file) with the United States
Federal Trade Commission and the United States Department of Justice all
notifications and reports required for the transaction contemplated hereby
under the Hart-Scott-Rodino Antitrust Improvements Acts of 1976 ("HSR Act") and
shall request early termination of the prescribed waiting period. Both parties
shall use their best efforts to promptly supply any supplemental or additional
information which may be requested in connection therewith pursuant to the HSR
Act and shall comply in all material respects with the requirements of the HSR
Act. The filing fees shall be divided equally between Buyer and Seller and
paid at the time of filing.
5. NO SHOP. Seller agrees from the date hereof through the
Closing that neither Seller nor any of its officers, directors or any other
person or entity representing Seller will engage in any discussions or
negotiations with others or otherwise solicit interest with respect to purchase
of the Interests or which would negatively affect the ability of Buyer to
complete the acquisition of the Interests as structured.
6. NEW PROJECTS. The New Projects will be owned eighty-seven and
one-half percent by Buyer and twelve and one-half percent by Seller. At
Closing, Buyer and Seller shall enter into an operating agreement for each such
project utilizing operating agreements substantially the same as that described
on EXHIBIT A and made a part hereof. Each operating agreement shall
incorporate and contain the existing area of mutual interest presently
established for the relevant New Projects and shall provide for acquisitions to
be shared eighty-seven and one-half percent by Buyer and twelve and one-half
percent by Seller. At Closing Buyer shall also reimburse Seller for Buyer's
eighty-seven and one-half percent share of costs paid by Seller after the
Effective Time and up to and including Closing in any way relating to the New
Projects, including without limitation, leasehold bonus, brokerage and seismic
costs, drilling and completion costs, provided Buyer shall not reimburse Seller
for nor shall Buyer have responsibility for the prospect fees or other costs
identified in SCHEDULE VIII attached hereto and made a part hereof. Seller
shall have no right to propose drilling operations under the operating
agreements.
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7. REPRESENTATIONS:
(A) MUTUAL REPRESENTATIONS: Each party represents to the other
that:
(i) it is an entity duly organized, validly existing and
in good standing under the laws of the State of its creation, and, if required,
is duly qualified to do business in the States in which the Interests are
located;
(ii) it has all authority necessary to enter into this
Agreement and to perform all its obligations hereunder and the execution,
delivery and performance of this Agreement and the transactions contemplated
hereby have been duly and validly authorized by all requisite corporate action;
(iii) its execution, delivery and performance of this
Agreement and the transactions contemplated hereby will not: (a) violate or
conflict with any provision of its Certificate of Incorporation, bylaws or
other governing documents; (b) result in the breach of any term or condition
of, or constitute a default or cause the acceleration of any obligation under
any agreement or instrument to which it is a party or by which it is bound
except as noted in SCHEDULE I or under those documents for which consents are
needed as elsewhere contemplated in this Agreement; or (c) violate or conflict
with any applicable judgment, decree, order, permit, law, rule or regulation;
(iv) this Agreement has been duly executed and delivered
on its behalf, and at the Closing all documents and instruments required
hereunder will have been duly executed and delivered;
(v) this Agreement, and all such documents and
instruments shall constitute legal, valid and binding obligations enforceable
in accordance with their respective terms, except to the extent enforceability
may be affected by bankruptcy, reorganization, insolvency or similar laws
affecting creditors' rights generally; and
(vi) it has been represented by legal counsel of its own
selection who has reviewed this Agreement.
(B) BUYER'S REPRESENTATIONS: Buyer represents to Seller that:
(i) Buyer is acquiring the Interests for its own benefit
and account and that it is not acquiring said Interests with the intent of
distributing fractional undivided interests thereof such as would be subject to
regulation by federal or state securities laws, and that if, in the future, it
should sell, transfer or otherwise dispose of said Interests or fractional
undivided interests therein, it will do so in compliance with any applicable
federal and state securities laws;
(ii) Buyer represents that all information requested by
Buyer has been made available, that Buyer has been supplied with all of the
additional information concerning the Interests that Buyer deemed necessary or
appropriate as a prudent and knowledgeable purchaser to evaluate the Interests
purchased and has satisfied itself as to the correctness of all information
relating to the Interests;
i) Buyer represents that it has performed due diligence on the Interests
that Buyer wishes to purchase, including its review of Actual Data and
Proprietary Data and other files and performing all necessary tasks involved in
evaluating the Interests, to the Buyer's complete satisfaction;
(i) Buyer acknowledges that Seller is making this sale
based on Buyer's representations under this Section 12; and
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(ii) Buyer has not incurred any obligation or liability,
contingent or otherwise, for brokers' or finders' fees in connection with this
Agreement in respect of which Seller may have any responsibility; and any such
obligation or liability that might exist shall be the sole obligation of Buyer.
(B) SELLER'S REPRESENTATIONS. Seller represents to Buyer that:
(i) the Interests are not subject to any agreement,
contract or arrangement other than the Leases, those listed in SCHEDULE I or
those referenced in instruments or agreements in Seller's chain of title, which
imposes any material obligation on Seller;
(ii) all rentals, royalties, overriding royalties and
other similar payments, shut-in royalties and valid calls under unit or
operating agreements with respect to the Interests have been timely, properly
and fully paid or adequate provision made therefor;
i) the material Leases and contracts constituting the Interests are valid
and subsisting and in full force and effect;
(i) there shall exist no lienable bills unpaid for over
sixty (60) days for materials furnished or labor or services performed on or
for any of the Interests other than those which Seller is contesting in good
faith or for which adequate provision has been made;
(ii) except as noted in SCHEDULE I or as would not have a
material adverse effect on the overall value of the Interests, Seller is not in
breach or default under the Leases or any material agreement, contract or other
arrangement in any way relating to the Interests or any order, writ, injunction
or decree of any court or of any commission or other administrative agency;
(iii) Seller has not received any amounts or compensation
for any production attributable to the Leases which were in excess of the
amounts permitted under applicable laws, rules and regulations of the United
States Government, including rules and regulations promulgated by the Federal
Energy Regulatory Commission, or in contravention of any contract or agreement
pursuant to which such production was sold, and has received no notice of any
alleged violation;
i) all ad valorem, property, production, severance and similar taxes and
assessments based on or measured by the ownership of property or the production
of hydrocarbons or the receipt of proceeds therefrom on the Interests which are
due have been properly paid except to the extent of any failure that is not
reasonably expected to result in a material adverse effect on the Interests;
(i) Seller has complied in all material respects with and
shall continue to materially comply with all valid laws, regulations and orders
of all governmental agencies having jurisdiction over the Interests and Seller
has received no notice of any material noncompliance which has not been cured;
(ii) other than under existing gas balancing agreements,
Seller is not obligated, by virtue of a prepayment arrangement under any
contract for the sale of hydrocarbons and containing a "take or pay" or similar
provision, of a production payment, of an advance payment contract, of a
forward sale contract, to deliver a material amount of hydrocarbons produced
from the Interests at some future time without then or thereafter receiving
full payment therefor;
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(iii) No suit, action, or other proceeding is pending or
threatened against Seller by any other purported title holder of the lands
covered by the Interests, before any court or governmental agency which might
result in impairment of or loss of value as to Seller's title to any part of
the Interests or which might hinder or impede the operation of the Interests,
and Seller shall promptly notify Buyer of any such proceedings arising or
threatened prior to Closing;
i) Seller will provide Buyer through Closing access to Seller's records
during normal business hours at their place of storage, and, at Buyer's cost,
will assist Buyer in obtaining access to and the right to review and copy any
records pertaining to the Interests not in Seller's possession or control, and
from and after the date of execution of this Agreement through the Closing
Date, Seller shall not add to or remove from the records any contracts,
instruments, documents or other materials except for such additions and
removals as are done in the ordinary course of business;
ii) no person or entity has any option to purchase or similar right under
any agreement with respect to production attributable to the Interests which
could reasonably be expected to materially and adversely affect the value of
the Interests, taken as a whole;
iii) Seller is not a "foreign person" within the meaning of the
Internal Revenue Code of 1986, as amended;
iv) Seller has not incurred any obligation or liability, contingent or
otherwise, for brokers' or finders' fees in connection with this Agreement in
respect of which Buyer may have any responsibility; and any such obligation or
liability that might exist shall be the sole obligation Seller, including,
without limitation, fees payable by Seller to Petrie Parkman & Co., Inc; and
(i) all schedules and exhibits to this Agreement are
complete and accurate in all material respects on the date of this Agreement
and will be complete and accurate in all material respects on the Closing Date,
with such modifications thereto as are contemplated and permitted under Section
26 of this Agreement.
2. CERTAIN COVENANTS OF SELLER. Seller agrees that from and
after the date of this Agreement until the Closing Date:
(A) Seller will cooperate with Buyer in obtaining all
permissions and approvals by governmental authorities and others as may be
reasonably required in connection with the sale and transfer of the Interests
and the acquisition, use and operation thereof by Buyer.
(B) Seller will give prompt notice to Buyer of any
notice of material default received by Seller subsequent to the date of this
Agreement under any material instrument or agreement relating to the Interests
to which Seller is a party or by which it is bound, and Seller shall
immediately notify Buyer of any suit filed or threatened against Seller
relating to title to any of the Interests.
(C) Seller shall cooperate with and inform Buyer with
respect to (i) taking all actions as may be required, including, without
limitation, making the payment of delay rentals, to retain and keep in full
force and effect the Interests, (ii) such notices and communications as may be
required or received concerning or relating to applicable regulatory
authorities and (iii) other material matters.
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(D) Seller will perform and comply with all of the
material covenants and conditions contained in the Leases and all agreements
relating to the Interests, and Seller will provide Buyer with copies of any
material contracts and agreements entered into by Seller after the date hereof
and prior to Closing. Additional contracts and agreements may be added to
those listed on the Schedules as of the date hereof provided such additions are
made in compliance with Section 26 of this Agreement.
(E) Other than sales of gas, oil and other liquid
products produced from the Interests in the regular course of business of
owning and operating the Interests, sales or other dispositions of non-material
or inactive assets prior to the date of Closing and transactions necessary to
satisfy the exercise of Preferential Rights or obligations to third parties
under presently existing contracts, Seller will not assign, convey, mortgage,
hypothecate or dispose of any portion of the Interests to any party (or
otherwise burden the Interests or production therefrom).
(F) Seller will carry on its business with respect to the
Interests in substantially the same manner as it has heretofore, not
introducing any new method of management, operation or accounting with respect
to the Interests except as may be required by applicable statutes, rules or
regulations or by applicable presently existing obligations.
(G) Attached hereto as SCHEDULE IX is an identification
of certain insurance coverages maintained by Seller with respect to the
Interests, and until Closing, Seller will maintain in force insurance with
respect to the Interests similar or greater in coverage to that identified in
SCHEDULE IX.
3. SELLER'S CONDITIONS. The obligations of Seller at Closing
are subject, at the option of Seller, to the satisfaction or waiver at or prior
to the Closing of the following conditions:
(A) All representations of Buyer contained in this
Agreement shall be true and correct in all material respects at and as of the
Closing as if such representations were made at and as of the Closing.
(B) Buyer shall have performed and satisfied in all
material respects all agreements required by this Agreement to be performed and
satisfied by Buyer at or prior to the Closing.
(C) Buyer shall have delivered or caused to be delivered
to Seller proof of bonds, in form and substance and issued by corporate
sureties satisfactory to Seller, covering both the ownership of and rights to
operate the Interests as required under any laws, rules or regulations of any
federal, state, local or other agencies or entities having jurisdiction over
the Interests, or a commitment by a surety company, satisfactory to Seller, to
issue such bonds upon Closing; and
(D) No suit, action or other proceeding by a third party
or a governmental authority shall be pending or threatened which seeks to
restrain, enjoin or otherwise prohibit, the consummation of the transactions
contemplated by this Agreement.
4. BUYER'S CONDITIONS. The obligations of Buyer at Closing
are subject, at the option of Buyer, to the satisfaction or waiver at or prior
to the Closing of the following conditions:
(A) All representations of Seller contained in this
Agreement shall be true and correct in all material respects at and as of the
Closing as if such representations were made at and as of the Closing.
(B) Seller shall have performed and satisfied in all
material respects all agreements required by this Agreement to be performed and
satisfied by Seller at or prior to the Closing.
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(C) No suit, action or other proceeding by a third party
or a governmental authority shall be pending or threatened which seeks to
restrain, enjoin or otherwise prohibit, the consummation of the transactions
contemplated by this Agreement.
(D) Buyer's has been provided with all financial
information relating to the Interests which Buyer will need for filings with
the Securities and Exchange Commission (the "SEC").
(E) Seller's principal stockholder shall have executed a
Conditional Guaranty in the form or EXHIBIT B attached hereto and made a part
hereof, pursuant to which such person has guaranteed the indemnification and
adjustment obligations of Seller under this Agreement.
(F) No material adverse change has occurred through the
Closing date in the production characteristics of the Interests taken as a
whole since January 1, 1996.
5. POSSESSION AND CLOSING.
(A) Unless extended pursuant to the terms of this
Agreement, if the conditions to Closing referred to in Sections 14 and 15 of
this Agreement have been satisfied or waived, the Closing shall be held on the
Closing Date, at the offices of Seller in Houston, Texas. If the aforesaid
conditions to Closing have been satisfied or waived on or before the scheduled
date of Closing and either party fails to close, the party failing to close
shall be deemed to have breached the obligations it has undertaken hereunder to
perform at the Closing.
(B) If the conditions to Closing referred to in Sections
14 and 15 of this Agreement have not been satisfied or waived on or prior to
the Closing Date, as same may be extended by mutual agreement, this Agreement
shall then automatically terminate and be of no force and effect, and neither
Seller nor Buyer shall have any obligation or liability to the other arising
under, resulting from, or attributable to this Agreement (except for the
obligations set forth in Section 38 below).
(C) In the event at Closing there is any suit or other
proceeding pending or threatened before any court or governmental agency
affecting title to a material part of any of the Interests, then such of the
Interests shall be deemed to have a Title Defect and the provisions of Section
6 shall be applied.
(D) If the waiting period required by the HSR Act shall
not have expired or been terminated, the Closing shall not occur until the
first business day after such expiration or termination; provided if the
Closing shall not have occurred on or before June 30, 1996, this Agreement
shall then automatically terminate and be of no force and effect, and neither
Seller nor Buyer shall have any obligation or liability to the other arising
under, resulting from, or attributable to this Agreement (except for the
obligations set forth in Section 38 below).
(E) At the Closing the following shall occur:
(i) Seller shall execute, acknowledge and deliver
to Buyer appropriate conveyances, assignments, transfers, bills of sale, and
other instruments conveying title to the Interests, and shall include an
assignment substantially in the form and substance as the form of assignment
set forth as EXHIBIT C attached hereto and made a part hereof. Additionally,
Seller shall execute, acknowledge and deliver to Buyer such additional
assignments on forms required by the Bureau of Land Management and/or the
Minerals Management Service for transfers of interests in federal leases and
properties. Said conveyances of title to the Interests shall include a special
warranty of title covering all claims made by, through or under Seller but not
otherwise;
(ii) Buyer shall pay to Seller the Purchase Price
in immediately available funds by wire transfer to the bank account designated
by Seller; and
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(i) Buyer and Seller shall execute the Preliminary Settlement Statement.
(B) At the Closing and thereafter as may be necessary,
the parties hereto shall execute, acknowledge, and deliver letters in lieu of
transfer orders in mutually agreeable form, and such other transfer orders or
instruments and shall take such other action as may be necessary to transfer
the Interests to Buyer, to accomplish the orderly transfer of the Interests to
Buyer and otherwise carry out their obligations under this Agreement, including
obtaining approval of assignment of all federal leases by the Bureau of Land
Management and the Minerals Management Service.
(C) Within ten (10) days after Closing, all funds being
held by Seller in suspense accounts shall be transferred to Buyer. For a
period of two years from the Closing Date, Seller shall be responsible, subject
to a credit for funds held in such suspense accounts and applicable to a
specific claim, for any claims made either on the basis that amounts that
should have been suspended prior to the Closing Date were not suspended or that
amounts were wrongfully held in suspense through the Closing Date and Seller
shall defend, indemnify and hold Buyer harmless from any and all claims
(including without limitation for any loss or damage and reasonable costs
incurred by Buyer in investigating and defending) relating to any such claims
with respect to the suspense accounts.
(D) As soon as reasonably possible but not later than
thirty (30) days after the Closing Date, Seller shall deliver originals (or
copies where originals are not available) of the Files to Buyer; provided, that
Seller (i) shall exercise its best efforts to provide Buyer at Closing or as
soon thereafter as is practicable with all Files necessary to assume and
conduct operations of the Interests, and (ii) shall have the right to retain
copies of Files. To the extent that Seller does not make copies, Seller shall
be afforded reasonable access to review and copy Files for a period ending six
years after the Closing Date.
2. INDEMNITY.
(A) SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
COVENANTS. As more specifically provided by the terms of this Agreement,
the representations, warranties and covenants of Buyer and Seller contained in
this Agreement shall survive the Closing (even if the damaged party knew or had
reason to know of any misrepresentation or breach of warranty at the time of
Closing) and continue in full force and effect for the period specified. Where
no specific period is provided, the survival period shall be one year from the
Closing Date.
(B) INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE BUYER.
(i) In the event Seller breaches (or in the event
any third party alleges facts that, if true, would mean Seller has breached)
any of its representations, warranties, and covenants contained in this
Agreement, if there is an applicable survival period pursuant to Section 17(A)
above, provided that Buyer makes a written claim for indemnification against
Seller, in accordance with this Agreement within the applicable survival period
provided in the Agreement, then, subject to Subsection (E) below, Seller agrees
to indemnify Buyer from and against the entirety of any individual adverse
consequence in an amount greater than $100,000 or any adverse consequences
which, in the aggregate, exceed $200,000 ("ADVERSE CONSEQUENCE"), in each case
with indemnification being for the full amount of such Adverse Consequence,
Buyer may suffer through and after the date of the claim for indemnification
(including any Adverse Consequences Buyer may suffer after the end of any
applicable survival period) resulting from, arising out of, relating to, in the
nature of, or caused by the breach (or the alleged breach).
2 Seller also agrees to indemnify Buyer from
and against the entirety of any Adverse Consequences Buyer may suffer resulting
from, arising out of, relating to, in the nature of, or caused by:
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1 any liability (whether known or unknown,
whether asserted or unasserted, whether absolute or contingent, whether accrued
or unaccrued, whether liquidated or unliquidated, and whether due or to become
due) ("LIABILITY") that becomes a Liability of Buyer under any bulk transfer
law of any jurisdiction, under any common law doctrine of de facto merger or
successor liability, or otherwise by operation of law); and
2 any Liability for any unpaid taxes relating
to the Interests with respect to any tax year or portion thereof ending on or
before the Effective Time.
2 INDEMNIFICATION PROVISIONS FOR BENEFIT OF SELLER.
1 In the event Buyer breaches (or in the event
any third party alleges facts that, if true, would mean Buyer has breached) any
of its representations, warranties, and covenants contained in this Agreement,
if there is an applicable survival period pursuant to Section 17(A) above,
provided that Seller makes a written claim for indemnification against Buyer in
accordance with this Agreement within such survival period, then the Buyer
agrees to indemnify Seller from and against the entirety of any Adverse
Consequences Seller may suffer through and after the date of the claim for
indemnification (including any Adverse Consequences Seller may suffer after the
end of any applicable survival period) resulting from, arising out of, relating
to, in the nature of, or caused by the breach (or the alleged breach).
3 MATTERS INVOLVING THIRD PARTIES.
1 If any third party shall notify any party
(the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM")
which may give rise to a claim for indemnification against any other party (the
"INDEMNIFYING PARTY") under this Section 17, then the Indemnified Party shall
promptly notify the Indemnifying Party thereof in writing; PROVIDED, HOWEVER,
that no delay on the part of the Indemnified Party in notifying any
Indemnifying Party shall relieve the Indemnifying Party from any obligation
hereunder unless (and then solely to the extent) the Indemnifying Party thereby
is prejudiced. The obligations of Seller hereunder shall be limited to claims
based upon events or occurrences arising on or prior to the Closing Date (or
the Effective Time as to revenues and related expenses) while those of Buyer
shall be limited to claims based on events arising after the Closing Date (or
the Effective Time as to revenues and related expenses).
2 Any Indemnifying Party will have the right to
defend the Indemnified Party against the Third Party Claim with counsel of its
choice reasonably satisfactory to the Indemnified Party so long as (a) the
Indemnifying Party notifies the Indemnified Party in writing within 15 days
after the Indemnified Party has given notice of the Third Party Claim that the
Indemnifying Party will indemnify the Indemnified Party from and against the
entirety of any Adverse Consequences the Indemnified Party may suffer resulting
from, arising out of, relating to, in the nature of, or caused by the Third
Party Claim, (b) the Indemnifying Party provides the Indemnified Party with
evidence reasonably acceptable to the Indemnified Party that the Indemnifying
Party will have the financial resources to defend against the Third Party Claim
and fulfill its indemnification obligations hereunder, (c) the Third Party
Claim involves only money damages and does not seek an injunction or other
similar equitable relief, (d) settlement of, or an adverse judgment with
respect to, the Third Party Claim is not, in the good faith judgment of the
Indemnified Party, likely to establish a precedential custom or practice
materially adverse to the continuing business interests of the Indemnified
Party, and (e) the Indemnifying Party conducts the defense of the Third Party
Claim actively and diligently.
3 So long as the Indemnifying Party is
conducting the defense of the Third Party Claim in accordance with (ii) above,
(a) the Indemnified Party may retain separate co-counsel at its sole cost and
expense and participate in the defense of the Third Party Claim, (b) the
Indemnified Party will not consent to the entry of any judgment or enter into
any settlement with respect to the Third Party Claim without the prior written
consent of the Indemnifying Party (not to be withheld unreasonably), and (c)
the Indemnifying Party will not consent to the
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entry of any judgment or enter into any settlement with respect to the
Third Party Claim without the prior written consent of the Indemnified Party
(not to be withheld unreasonably).
4 In the event any of the conditions in (ii)
above is or becomes unsatisfied, however, (A) the Indemnified Party may defend
against, and consent to the entry of any judgment or enter into any settlement
with respect to, the Third Party Claim in any manner it reasonably may deem
appropriate (and the Indemnified Party need not consult with, or obtain any
consent from, any Indemnifying Party in connection therewith), (B) the
Indemnifying Parties will reimburse the Indemnified Party promptly and
periodically for the costs of defending against the Third Party Claim
(including reasonable attorneys' fees and expenses), and (C) the Indemnifying
Parties will remain responsible for any Adverse Consequences the Indemnified
Party may suffer resulting from, arising out of, relating to, in the nature of,
or caused by the Third Party Claim to the fullest extent provided in this
Section 17.
4 ALTERNATIVE INDEMNIFICATION REMEDY. Seller shall
have the option, in lieu of the indemnification provisions contained in this
Section 17, to pay to Buyer the amount allocated for any property as to which
an indemnification claim is based and to assume all liabilities with respect to
such property and Buyer shall reassign such property to Seller. In addition if
such option is exercised by Seller, Seller must repay to Buyer all amounts
expended by Buyer in the defense of any claim to the date of the exercise of
such option.
2 CASUALTY LOSS. In the event of any damage by fire or other
casualty to any of the Interests prior to Closing, this Agreement shall remain
in full force and effect, and as to each affected Interest, Buyer, shall, at
its election, (i) receive an assignment of any and all insurance claims related
to such damage, and Buyer shall take title to the affected Interest without
reduction in the Purchase Price or (ii) elect to delete the affected property
from the Interests with a corresponding reduction in the Purchase Price equal
to the value allocated to such property in SCHEDULE IV.
3 TAXES AND PREPAID ITEMS.
1 APPORTIONMENT OF AD VALOREM AND PROPERTY TAXES.
All ad valorem taxes, real property taxes, personal property taxes and similar
obligations with respect to the Interests for the tax period in which the
Effective Time occurs shall be apportioned as of the Effective Time between
Seller and Buyer with Seller being responsible for all such taxes for all
periods prior to the Effective Time and Buyer being responsible for all such
taxes for all periods subsequent to the Effective Time. Buyer shall file or
cause to be filed all required reports and returns incident to such taxes and
shall pay or cause to be paid to the taxing authorities all such taxes relating
to the tax period in which the Effective Time occurs. Buyer shall supply
Seller with copies of the filed reports and proof of payment promptly after
filing and paying same. Seller shall pay to Buyer the pro rata share of such
taxes owed by Seller within thirty (30) days after receipt of Buyer's invoice
unless the Purchase Price was previously adjusted for such liability.
2 SALES TAXES. The Purchase Price excludes any
sales taxes or other taxes required to be paid in connection with the sale of
property pursuant to this Agreement. Buyer shall be liable for all sales,
use and other taxes, conveyance, transfer and recording fees and real estate
transfer stamps or taxes that may be imposed on any transfer of property
pursuant to this Agreement. These taxes shall be and remitted by Buyer in a
timely manner under applicable law. Buyer shall indemnify and hold Seller
harmless with respect to the payment of any of these taxes including any
interest or penalties assessed thereon.
3 OTHER TAXES. Seller shall be responsible for all
taxes (other than income taxes) which are imposed on or with respect to the
production of oil, natural gas or other hydrocarbons or minerals or the receipt
of proceeds therefrom (including but not limited to severance, production, and
excise taxes) for all periods prior to the Effective Time and Buyer shall be
responsible for all such taxes for all periods subsequent to the Effective
Time. From and after the Closing, Buyer shall be responsible for paying or
withholding or causing to be paid or withheld all such taxes and for filing all
statements, returns, and documents incident thereto. Buyer shall
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deliver to Seller copies of all such tax statements, returns and documents
which relate to all periods prior to the Effective Time, together with any
refunds, and within 20 days of such delivery, Seller shall pay Buyer any
amounts paid by Buyer with respect to such period.
4 COOPERATION. Each party to this Agreement shall
provide the other party with reasonable access to all relevant documents, data
and other information which may be required by the other party for the purpose
of preparing tax returns and responding to any audit by any taxing
jurisdiction. Each party to this Agreement shall cooperate with all reasonable
requests of the other party made in connection with contesting the imposition
of taxes. Notwithstanding anything to the contrary in this Agreement, neither
party to this Agreement shall be required at any time to disclose to the other
party any tax return or other confidential tax information.
5 APPORTIONMENT OF PREPAIDS. Prepaid utility
charges applicable to periods following the Effective Time, prepaid rentals and
any other prepaids or accrued payables, if any, attributable to the Interests
shall be prorated as of the Effective Time and amounts owing from such
proration shall be settled with the Final Accounting, which shall be made at
such time as complete records are available. Seller's insurance policies and
bonds shall not be a part of the Interests and Buyer shall have no
responsibility for same.
4 PERFORMANCE OF OBLIGATIONS. Seller and Buyer shall use
all reasonable efforts to take, or cause to be taken, all action and to do, or
cause to be done, all things necessary, proper or advisable to carry out all of
their respective obligations under this Agreement and to consummate and make
effective the purchase and sale of the Interests pursuant to this Agreement.
5 GOVERNING LAW. THIS AGREEMENT AND OTHER DOCUMENTS AND
INSTRUMENTS DELIVERED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REFERENCE TO ANY
CONFLICTS OF LAW RULES. ALL ASSIGNMENTS AND INSTRUMENTS OF CONVEYANCE EXECUTED
IN ACCORDANCE WITH THIS AGREEMENT SHALL BE GOVERNED BY, INTERPRETED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE INTERESTS CONVEYED
THEREBY ARE LOCATED.
6 HEADINGS. The headings in this Agreement are for
convenience only and shall not be considered a part of or affect the
construction or interpretation of any provision of this Agreement.
7 SEVERABILITY: In the event any covenant, condition, or
provision contained herein is held to be invalid by a court of competent
jurisdiction, the invalidity of any such covenant, condition or provision shall
in no way affect any other covenant, condition or provision contained herein;
provided, however, that any such invalidity does not materially prejudice
either the Buyer or Seller in its respective rights and obligations contained
in the valid covenants, conditions, and provisions of this Agreement.
8 WAIVER: No waiver of any of the provisions of this Agreement
shall constitute or be deemed a waiver of any other provisions hereof (whether
or not similar), nor shall such waiver constitute a continuing waiver unless
otherwise expressly provided.
9 CONSTRUCTION OF AMBIGUITY: In the event of any
ambiguity in any of the terms or conditions of this Agreement, including any
exhibits hereto and whether or not placed of record, such ambiguity shall not
be construed for or against any party hereto on the basis that such party did
or did not author the same.
10 EXHIBITS. All references in this Agreement to Exhibits
and Schedules shall be deemed to be references to such Exhibits and Schedules
as the same may be amended and supplemented by mutual agreement of the parties
or as otherwise contemplated herein through and as of the date of the Closing.
Prior to the Closing Seller may supplement, alter or correct SCHEDULE I to
properly describe the Leases and to include other matters contemplated by this
Agreement (such as to add new or correct descriptions of contracts and
agreements). Seller shall furnish to Buyer a copy of each such change. In
addition the parties recognize that new leases are being
18
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acquired with respect to the New Projects and prior to Closing Seller may
supplement or correct SCHEDULE III to properly reflect additional Leases within
the New Projects. Any changes shall be effective so long as Buyer has received
notice thereof and such changes do not adversely affect the economic benefits
provided to Buyer under this Agreement.
11 NOTICES. Any notice, request, instruction or other
document to be given hereunder by either party to the other shall be in
writing, and delivered by facsimile, courier or similar delivery service, or
mailed by registered or certified mail, postage prepaid, as follows:
If to Buyer, addressed to:
Lomak Petroleum, Inc.
500 Throckmorton Street
Fort Worth, Texas 76012
Attention: Chad L. Stephens
Telephone for facsimile notice:
(817) 870-2316
with a copy to:
Walter M. Epstein, Esq.
Rubin, Baum, Levin, Constant & Friedman
30 Rockefeller Plaza
29th Floor
New York, New York 10112
Telephone for facsimile notice:
(212) 698-7825
If to Seller, addressed to:
Bannon Energy Incorporated
3934 FM 1960 West, Suite 240
Houston, Texas 77068-3539
Attention: Robert D. Johnson
Telephone for facsimile notice:
(713) 893-6780
Any such notice, request, instruction or other document shall
be deemed to have been given as of the date of proof of confirmation with
respect to facsimile notice the next business day with respect to notices sent
via overnight delivery service and the date which is three days after notice is
sent by any other means at the address listed above for the receiving party.
1 ENTIRE AGREEMENT. This instrument and attached
Exhibits and Schedules together with the Confidentiality Agreement state the
entire agreement and supersede all prior agreements, understandings,
negotiations and discussions, whether oral or written, between Buyer and Seller
concerning the subject matter hereof including without limitation that certain
letter of intent dated February 27, 1996 between Buyer and Seller. Except as
noted herein, this Agreement may be supplemented, altered, amended, modified or
revoked by writing only, signed by both Seller and Buyer.
2 ASSIGNMENT. Neither party hereto shall assign (whether
before, at or after the Closing) this Agreement or any of its rights or
obligations hereunder without the prior written consent of the other party,
which may be withheld for any or no reason. Notwithstanding the foregoing,
Buyer may assign its rights and obligations
19
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under this Agreement to Lomak Production Company or any other wholly owned
subsidiary, provided that Buyer remains liable for its obligations under this
Agreement. Any assignment made without such consent shall be void. Except as
otherwise provided herein, this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective permitted successors and
assigns.
3 DTPA WAIVER. TO THE EXTENT APPLICABLE TO THE ASSETS OR ANY
PORTION THEREOF, BUYER HEREBY WAIVES THE PROVISIONS OF THE TEXAS DECEPTIVE
TRADE PRACTICES ACT, CHAPTER 17, SUBCHAPTER E. SECTIONS 17.41 THROUGH 17.63,
INCLUSIVE (OTHER THAN SECTION 17.555, WHICH IS NOT WAIVED). TEX. BUS. & COM.
CODE. IN ORDER TO EVIDENCE ITS ABILITY TO GRANT SUCH WAIVER BUYER HEREBY
REPRESENTS AND WARRANTS TO SELLER THAT IT (i) IS IN THE BUSINESS OF SEEKING OR
ACQUIRING BY, PURCHASE OR LEASE, GOODS OR SERVICES FOR COMMERCIAL OR BUSINESS
USE; (ii) HAS ASSETS OF $5,000,000 OR MORE ACCORDING TO ITS MOST RECENT
FINANCIAL STATEMENT PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES; (iii) HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL, BUSINESS AND OIL
AND GAS MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND RISKS OF THE
TRANSACTIONS CONTEMPLATED HEREBY; (iv) IS NOT IN A SIGNIFICANTLY DISPARATE
BARGAINING POSITION; AND (v) THAT THIS WAIVER IS A MATERIAL AND INTEGRAL PART
OF THIS AGREEMENT AND THE CONSIDERATION THEREOF.
4 SURVIVAL. As provided in this Agreement, the
representations, warranties and covenants of the parties under this Agreement
shall survive for the periods specifically set forth in the Agreement.
5 LIMITATION OF LIABILITY. Seller and Buyer do hereby covenant
and agree that the recovery by either party hereto of any damages suffered or
incurred by it as a result of any breach by the other party of any provision of
this Agreement shall be limited to the actual damages and costs to investigate
and collect and in no event shall the breaching party be liable to the
non-breaching party for any indirect, consequential, exemplary or punitive
damages suffered or incurred by the non-breaching party as a result of the
breach by the breaching party.
6 PUBLICITY. Prior to the Closing, except as required by
applicable law or the applicable rules or regulations of any governmental body
or stock exchange, neither party shall issue any publicity or other release
without the prior written consent of the other party, which consent shall not
be unreasonably withheld or delayed. If, pursuant to the foregoing, Buyer (in
its sole discretion) is required to issue a prior release, Buyer shall give
Seller copies of each proposed press release at least three hours prior to its
release and Seller may review such releases and suggest any changes but Buyer
shall not be obligated to make any such changes, except as required for
accuracy. From and after the date of the signing of this Agreement, subject to
compliance with any applicable securities laws, Buyer may disclose information
to third party potential purchasers of properties included in the Interests
with a view to their possible sale after the Closing Date without such
disclosure being a violation of the Confidentiality Agreement or this Section
33.
7 USE OF SELLER'S NAME. As soon as practicable after the
Closing Date but in no event later than the Final Accounting Date, Buyer shall
remove or cause to be removed the names and marks used by Seller and all
variations and derivations thereof and logos relating thereto from the
Interests and shall not thereafter make any use whatsoever of those names,
marks and logos, PROVIDED, HOWEVER, that Buyer may use Seller's name in Buyer's
filings with the SEC, or otherwise as required by any law or regulation, and
may describe the terms of this Agreement in, and file this Agreement as an
exhibit to, any SEC filing as may be required by the federal securities laws.
8 SELLER EMPLOYEES. Buyer shall have no responsibility
for the employees of Seller, including without limitation for severance or
other payments made to employees terminated after this transaction closes.
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9 OPERATORSHIP. Seller does not represent to Buyer that Buyer
will automatically succeed to the operatorship of any given Interest as to
which Seller is currently the operator, agent operator or contract operator.
Buyer recognizes and agrees that Buyer will be required to comply with
applicable operating agreements, unit operating agreements or other similar
contracts relating to any elections or other selection procedures in order to
succeed Seller in its operatorship capacity. Pursuant to the Acquisition
Management and Operation Agreement listed in SCHEDULE I, Seller operates
certain wells. It is agreed that the succession to operatorship by Buyer shall
exclude any rights or obligations with respect to operatorship as to those
wells covered by said agreement and identified in SCHEDULE X, with Seller
retaining responsibility (and agreeing to fully indemnify and hold Buyer
harmless without any time limitation against all liabilities of Buyer including
any costs incurred by it in the defense of any claims made against Buyer) with
respect to such obligations.
10 JOINT VENTURE. Nothing contained in this Agreement shall be
deemed to create a joint venture, partnership, tax partnership or agency
relationship between the parties.
11 EXPENSES. Except as otherwise provided herein, each
party shall be solely responsible for all expenses incurred by it in connection
with this transaction (including, without limitation, fees and expenses of its
own counsel and accountants) and shall not be entitled to any reimbursement
therefor from the other party hereto.
12 CERTAIN DEFINITIONS.
"Claims" means all costs, expenses, obligations, claims,
demands, causes of action, liabilities, damages, fines penalties and judgments
of any kind or character, whether matured or unmatured, absolute or contingent,
accrued or unaccrued, liquidated or unliquidated, known or unknown, and all
costs and fees (including, without limitation, interest, attorneys' fees, cost
of experts, court costs and costs of investigation) incurred in connection
therewith, including, but not limited to claims arising from or directly or
indirectly related to the Interests).
"G&A" means general and administrative expenses but shall exclude
charges directly incurred for the Interests such as expenses for field
employees and supervisors.
"Pre-Closing Date" means, when used to modify any other defined term
used in this Agreement, that whatever event such term is describing arose out
of an event which occurred prior to the Closing Date.
"Pre-Effective Time" means, when used to modify any other defined term
used in this Agreement, that whatever event such term is describing arose out
of an event which occurred prior to the Effective Time.
"Post-Closing Date" means, when used to modify any other defined term
used in this Agreement, that whatever event such term is describing arose out
of an event which occurred subsequent to the Closing Date.
"Post-Effective Time" means, when used to modify any other defined
term used in this Agreement, that whatever event such term is describing arose
out of an event which occurred subsequent to the Effective Time.
1 RETURNED INTERESTS. With respect to any Interests returned to
Seller by Buyer as to which an adjustment has been made which results in Buyer
receiving from Seller the allocated value of such Interest, Seller shall be
entitled to receive the net value of production above Post-Effective Time costs
less Buyer's G&A or conversely shall pay to Buyer the net deficit thereof.
Each assignment by Buyer to Seller of any returned Interest shall contain a
special warranty of title covering all claims made by, through or under Buyer
but not otherwise.
2 COUNTERPARTS. This instrument may be executed in multiple
counterparts and all of the counterparts hereof shall together constitute but
one instrument.
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EXECUTED on the day and year first above written.
BUYER:
LOMAK PETROLEUM, INC.
By: ___________________________
Chad L. Stephens
Vice President
SELLER:
BANNON ENERGY INCORPORATED
By: ___________________________
Robert D. Johnson
Chief Executive Officer
22
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LIST OF SCHEDULES TO PURCHASE AND SALE AGREEMENT
I List of Interests
II Equipment and Supplies Inventory
III Schedule of New Projects
IV Allocation of Purchase Price
V Oil in Tanks
VI Preferential Rights
VII Consents to Assign
VIII New Project Costs
IX Insurance Schedule
X Excluded Operations
24
LIST OF EXHIBITS TO PURCHASE AND SALE AGREEMENT
A. Form of Operating Agreement
B. Conditional Guaranty
C. Form of Assignment
25
SCHEDULE I
BEFORE PAYOUT AFTER PAYOUT -FARMOUT
Wellcode State Well Name WI G-NRI 0-NRI G-ORRI O-ORRI WI G-NRI O-NRI
- ----------------------------------------------------------------------------------------------------------------
SAN JUAN BASIN
NM0002 NM Betty B 1-15 0.05000 0.05000
NM0009 NM Bigbee 1-16 0.00000 0.01359
NM0014 NM Connie 21-1 0.80000 0.66000 0.66000
NM0017 NM Dana State 0.50000 0.40000 0.40000
NM0019 NM Federal 12-1 1.00000 0.82500 0.82500
NM0030 NM Lybrook 2-22 0.00124 0.00000
NM0031 NM Lybrook 4-22 0.00124 0.00000
NM0032 NM Lybrook 6-22 0.00124 0.00000
NM0033 NM Lybrook 7-27 0.00124 0.00000
NM0034 NM Marcus 1 1.00000 0.75000 0.80000 0.07500 0.07500
NM0035 NM Marcus 2 0.84375 0.63281 0.67500 0.07500 0.07500
NM0037 NM Marcus 4 0.91670 0.68753 0.72305 0.08625 0.08625
NM0038 NM Marcus 5 0.84375 0.63281 0.67500 0.07500 0.07500
NM0040 NM Marcus 7 0.93750 0.70313 0.75000 0.07500 0.07500
NM0041 NM Marcus 8 0.93750 0.70313 0.75000 0.07500 0.07500
NM0042 NM Marcus 10 0.93750 0.70313 0.84000 0.07500 0.07500
NM0043 NM Marcus 11 1.00000 0.75000 0.89600 0.07500 0.07500
NM0044 NM Marcus A 1 0.91670 0.68753 0.72305 0.08625 0.08625
NM0045 NM Marcus A 2 0.91670 0.68753 0.73336 0.07500 0.07500
NM0046 NM Marcus A 3 0.91670 0.68753 0.73336 0.07500 0.07500
NM0047 NM Marcus A 9 0.93750 0.70313 0.85500 0.07500 0.07500
NM0048 NM Marcus A 10 0.93750 0.70313 0.75000 0.07500 0.07500
NM0049 NM Marcus A 12 1.00000 0.75000 0.78500 0.09000 0.09000
NM0050 NM Marcus A 14 1.00000 0.75000 0.87750 0.03750 0.03750
NM0051 NM Marcus A 15 0.93750 0.70313 0.75000 0.07500 0.07500
NM0052 NM Marcus A 16 0.93750 0.70313 0.75000 0.07500 0.07500
NM0053 NM Marcus A 22 0.93750 0.70313 0.85758 0.05625 0.05625
NM0057 NM Mesa 25 3R 0.89836 0.66984 0.67590
NM0060 NM Rita Com 4 0.04313 0.04313
NM0062 NM Stephenson 1-22 0.06563 0.00000
NM0070 NM Marcus A 23 1.00000 0.75000 0.84600 0.07500 0.07500
NM0071 NM Grace Federal 24 2 1.00000 0.74563 0.74563
NM0074 NM Chacon Amigos 1 1.00000 0.70000 0.70000 0.08333 0.08333
NM0075 NM Chacon Amigos 2 1.00000 0.70000 0.70000 0.08333 0.08333
NM0076 NM Chacon Amigos 3 1.00000 0.70000 0.70000 0.08333 0.08333
NM0077 NM Chacon Amigos 4 1.00000 0.70000 0.70000 0.08333 0.08333
NM0078 NM Chacon Amigos 5 1.00000 0.70000 0.70000 0.08333 0.08333
NM0079 NM Chacon Amigos 6 1.00000 0.70000 0.70000 0.08333 0.08333
NM0080 NM Chacon Amigos 7 1.00000 0.70000 0.70000 0.08333 0.08333
NM0081 NM Chacon Amigos 8 1.00000 0.70000 0.70000 0.08333 0.08333
NM0082 NM Chacon Amigos 101 1.00000 0.73333 0.73333
NM0083 NM Mobil Federal 1 0.87500 0.71925
NM0084 NM Rincon 1 1.00000 0.74687 0.74687
NM0086 NM Marcus A 5 (Rincon 7) 1.00000 0.75000 0.75000 0.07500 0.07500
NM0087 NM Rincon 8 1.00000 0.75000 0.75000 0.07500 0.07500
NM0088 NM Rincon 9 1.00000 0.75000 0.75000 0.05625 0.05625
NM0089 NM Rincon 10 1.00000 0.75000 0.75000 0.06500 0.06500
NM0090 NM Rincon 11 1.00000 0.75000 0.75000 0.09500 0.09500
NM0091 NM Grace Federal 1 1R 1.00000 0.75000 0.80000 0.07500 0.07500
NM0092 NM Grace Federal 6 1R 1.00000 0.75000 0.80000 0.07500 0.07500
26
NM0093 NM McBee 7 5Y 1.00000 0.82500 0.87500
NM0094 NM McBee 7 6 1.00000 0.81500 0.81500
NM0095 NM Lybrook South 1R 1.00000 0.82500 0.87500
NM0096 NM Marcus A 4 1.00000 0.77500 0.87900 0.03750 0.03750
NM0097 NM Grace Federal 6 2 1.00000 0.75000 0.80000 0.07500 0.07500
NM0098 NM McBee 7 3 1.00000 0.81500 0.87500
NM0099 NM Federal 8 1 1.00000 0.75000 0.78500 0.09000 0.09000
NM0100 NM Campos 1-10 1.00000 0.75000 0.82500
NM0101 NM Campos 2 4 1.00000 0.75000 0.82500
NM0107 NM Lybrook 2 0.00124 0.00000
NM0111 NM State 16 1 1.00000 0.75000 0.75000
NM0112 NM State 16 2 1.00000 0.75000 0.75000
NM0114 NM McBee 7 4 1.00000 0.82500 0.87500
NM0115 NM Grace Federal 24 1R 1.00000 0.74563 0.70089
NM0116 NM Lybrook 19 2R 0.94000 0.70089 0.70089
NM0118 NM Mesa 25 5 0.87000 0.64869 0.64869
NM0120 NM Rincon 13 1.00000 0.75000 0.75000 0.07500 0.07500
NM0121 NM State 16-3 1.00000 0.75000 0.75000
NM0131 NM Rincon 5Y 1.00000 0.75000 0.75000 0.08250 0.08250
NM0132 NM Rincon 2 1.00000 0.74687 0.74687
NM0134 NM Rincon 14 1.00000 0.75450 0.75450 0.02050 0.01050
NM0135 NM Rincon 15 1.00000 0.75000 0.75000 0.07500 0.07500
NM0141 NM Marcus 21 1.00000 0.75000 0.75000 0.07500 0.07500
NM0146 NM Federal 29-2 1.00000 0.75000 0.75000
NM0151 NM Lybrook South 3 1.00000 0.82500 0.87500
NM0152 NM Lybrook South 4 1.00000 0.82500 0.87500
NM0153 NM Lybrook South 5 1.00000 0.82500 0.87500
NM0154 NM Lybrook South 6 1.00000 0.82500 0.87500
NM0155 NM Lybrook South 7 1.00000 0.82500 0.87500
NM0156 NM Lybrook South 8 1.00000 0.82500 0.87500
NM0157 NM Lybrook South 9 1.00000 0.82500 0.87500
NM0158 NM Lybrook South 10 1.00000 0.82500 0.87500
NM0159 NM Lybrook South 11 1.00000 0.82500 0.87500
NM0161 NM Lybrook South 12 1.00000 0.82500 0.87500
NM0162 NM Lybrook South 13 1.00000 0.82500 0.87500
NM0163 NM Lybrook South 14 1.00000 0.82500 0.87500
NM0164 NM Lybrook South 15 1.00000 0.82500 0.87500
NM0167 NM Rincon 3 1.00000 0.74687 0.74687
NM0180 NM Rincon 36 1.00000 0.75000 0.75000 0.07500 0.07500
NM0181 NM Lybrook Fed 24 5 0.97500 0.85313 0.85313
NM0182 NM Lybrook Fed 24 4 0.97500 0.85313 0.85313
NM0183 NM Marcus 3R 1.00000 0.82500 0.87500
NM0188 NM Largo Spur A 1 1.00000 0.74563 0.74563
NM0190 NM Rincon 19 3 1.00000 0.74687 0.74687
NM0192 NM Mesa 25 6 0.95000 0.70834 0.80714
NM0193 NM Mesa 25 7 1.00000 0.74563 0.74563
NM0231 NM Lybrook South 16 1.00000 0.82500 0.87500
NM0301 NM South Blanco Federal 6 5 1.00000 0.87500 0.97900
NM0305 NM South Blanco Federal 31 3 1.00000 0.85500 0.95100
NM0307 NM State 32 2 1.00000 0.79625 0.79625
NM0311 NM South Blanco Federal 30 2 1.00000 0.87500 0.87500
NM0313 NM South Blanco State 36 6 1.00000 0.80625 0.80625
NM0314 NM South Blanco State 36 7 1.00000 0.80625 0.80625
NM0317 NM South Blanco Federal 23 2 0.98347 0.82681 0.83481
NM0318 NM South Blanco Federal 23 3 0.98347 0.82681 0.83481
NM0319 NM South Blanco Federal 23 4 0.98347 0.82681 0.83481
NM0320 NM South Blanco Federal 25 8 0.98347 0.82681 0.82681
27
NM0321 NM South Blanco Federal 25 9 0.98347 0.82681 0.82681
NM0322 NM South Blanco Federal 25 10 0.98347 0.82681 0.82681
NM0335 NM Betty B-2 0.05000 0.05000
NM0351 NM South Blanco Federal 6 2 1.00000 0.87500 0.87500
NM0352 NM South Blanco Federal 6 3 1.00000 0.87500 0.87500
NM0353 NM South Blanco Federal 6 4 1.00000 0.87500 0.97900
NM0354 NM South Blanco Federal 22 2 0.81528 0.68462 0.74325
NM0357 NM South Blanco Federal 25 2 0.98602 0.82779 0.82779
NM0358 NM South Blanco Federal 25 3 0.98889 0.83067 0.83067
NM0359 NM South Blanco Federal 25 4 0.98602 0.82779 0.82779
NM0362 NM South Blanco Federal 25 7 0.81527 0.68462 0.68462
NM0365 NM South Blanco Federal 26 3 0.81528 0.68462 0.68462
NM0366 NM South Blanco Federal 26 4 0.81528 0.68462 0.68462
NM0367 NM South Blanco Federal 26 5 0.81528 0.68462 0.68462
NM0368 NM South Blanco Federal 26 6 0.81528 0.68462 0.68462
NM0370 NM South Blanco Federal 30 1 1.00000 0.87500 0.95500
NM0372 NM South Blanco Federal 31 2 1.00000 0.85500 0.95100
NM0388 NM South Blanco State 36 2 1.00000 0.80625 0.80625
NM0389 NM South Blanco State 36 3 1.00000 0.80625 0.80625
NM0500 NM Chacon Federal 1 1.00000 0.85000 0.85000
NM0501 NM Chacon Federal 5 1.00000 0.85000 0.85000
NM0502 NM Chacon Federal 7 1.00000 0.85000 0.85000
NM0503 NM Chacon Federal 8 1.00000 0.85000 0.85000
NM0504 NM Chacon Federal 101 1.00000 0.84500 0.84500
NM0505 NM Gardner 1 1.00000 0.84500 0.84500
NM0506 NM Gardner 13-1 1.00000 0.78750 0.78750
NM0507 NM Hill 23-2 1.00000 0.75000 0.75000
NM0508 NM Leeson 1 1.00000 0.75000 0.75000
NM0509 NM Leeson 2 1.00000 0.75000 0.75000
NM0531 NM Tonkin 1 1.00000 0.85000 0.85000
NM0532 NM Tonkin 2 1.00000 0.85000 0.85000
NM0533 NM Tonkin 3 1.00000 0.85000 0.85000
NM0534 NM Tonkin 4 1.00000 0.85000 0.85000
NM0535 NM Tonkin 5 1.00000 0.85000 0.85000
NM0536 NM Tonkin 6 1.00000 0.85000 0.85000
NM0537 NM Little Federal 29-2 0.50000 0.42250 0.42250
NM0540 NM Chacon Federal 4 1.00000 0.85000 0.85000
NM0543 NM Leeson 4 1.00000 0.75000 0.75000
ANADARKO BASIN
OK0015 OK Allen 1-24 0.93975 0.68851 0.68851
OK0017 OK Bond #1-32 0.59688 0.44841 0.44841
OK0018 OK Crabtree Estate #1 0.68175 0.50065
OK0019 OK Elsie 1-3 0.28113 0.21628
OK0020 OK Hinkle Unit 1.00000 0.78575
OK0021 OK Guy #1-4 0.83250 0.64363 0.64363
OK0022 OK Hayes #1-18 0.83125 0.60977
OK0023 OK Laverty #1-30 0.93975 0.68946
OK0024 OK Martin #1-32 1.00000 0.83500
OK0025 OK Mathers #1-31 0.59375 0.46887
OK0027 OK Stewart #1-4 0.24860 0.21753 0.21753
OK0028 OK Myers #1-2 0.68786 0.60187 0.60187
OK0029 OK Myers #2-2 0.68786 0.60187 0.60187
OK0030 OK Dennis #1 0.64844 0.56453 0.56453
OK0031 OK Hefner R A #1 0.70833 0.61979
OK0032 OK Hefner R A #2 0.70968 0.62097 0.62097
OK0033 OK Stevens #1 0.52344 0.46547 0.46547
28
OK0035 OK Massman #1-5 0.44650 0.34363
OK0036 OK Cantrell 1-17 Unit 0.08333 0.06771 0.06771
OK0037 OK Cantrell 2-17 Unit 0.00521 0.00521
OK0038 OK Joe A Moxley #1 0.00521 0.00521
TX0050 TX Barnes #1 0.48750 0.39758 0.00521 0.00521
TX0051 TX Endicott #1 0.48750 0.42645
TX0052 TX ODC Gas Unit #1 0.98125 0.77043
TX0053 TX Campbell #1 0.99000 0.73250
TX0054 TX Kelln C #1 0.97000 0.72750 0.72750
TX0055 TX Kelln #2A 0.98125 0.73594 0.73594
TX0056 TX Kelln C #3 0.99250 0.74438
TX0057 TX Martin #1 0.91321 0.73361 0.83333
TX0058 TX Piper #1 0.93750 0.70313
TX0059 TX Rosewood Duke #1 0.84961 0.60857
TX0060 TX Allen Estate "A" 0.50000 0.43225 0.43225
TX0061 TX Allen Estate "B" 1.00000 0.86155 0.86155
TX0062 TX Boese Gas Unit #1 0.98421 0.75449
TX0063 TX Holland A 1 R H 0.97500 0.85313
TX0064 TX Schneider Gas Unit 0.98125 0.85859 0.85859
TX0065 TX Ben Hill A-1 0.90211 0.78271
TX0066 TX Ben Hill #2 0.89453 0.78271 0.78271
TX0067 TX Ben Hill #3 0.89453 0.78271
TX0068 TX Ben Hill #4 0.89453 0.78271
TX0069 TX Ben Hill #5 0.96484 0.78271
TX0070 TX Ben Hill #6 0.89453 0.78271 0.78271
TX0072 TX Isabell Parsell #4 0.98125 0.70650 0.70650
TX0073 TX Make Believe #1 0.75000 0.55113 0.55113
TX0074 TX Marvelous Beginning #1 1.00000 0.78750 0.78750
TX0075 TX Morrison #1 0.98338 0.73731 0.73731
TX0076 TX Morrison #2 0.98250 0.73731 0.73731
TX0077 TX Morrison #3 0.73250 0.54700
TX0078 TX Parsell Ranch #1 0.97500 0.85313 0.85313
TX0079 TX Parsell Ranch #3 0.97500 0.85313
TX0080 TX Parsell Ranch #4 0.97500 0.85368
GREEN RIVER BASIN
WY0019 WY Champlin 243 A 1 0.004499 0.003824 0.003825
WY0020 WY Champlin 243 A 2 0.004499 0.003824 0.003825
WY0021D WY CIG 1-10 0.002813 0.002323 0.002323
WY0022D WY CIG 2-10 0.002810 0.002323 0.002323
WY0023 WY Hellwig Federal 31-8 0.00444 0.00336 0.00336 0.002666 0.002333 0.002333
WY0028 WY Wilson Ranch 12-1 0.01000 0.00750 0.00750 0.006000 0.004950 0.004950
WY0031 WY Bruff 149 L 3 0.002158 0.002698 0.002698
WY0042 WY Rainbow Federal 1-30 #2 0.005025 0.004114 0.004114
WY0044 WY Champlin 288 A 1 0.004500 0.003825 0.003825
WY0047 WY Bruff 285 C 3 0.003000 0.002550 0.002550
WY0048 WY Bruff 149 J 4 0.003000 0.002550 0.002550
WY0058 WY Fabian Ditch 3-28 0.00200 0.00144 0.00144 0.001200 0.000960 0.000960
WY0060 WY Champlin 358 B 2 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0061 WY Champlin 288 E 1 0.004834 0.004109 0.004109
WY0062 WY Champlin 288 E 2 0.004834 0.004109 0.004109
WY0063 WY Grace 1-6 #2 0.00924 0.00693 0.00693 0.005544 0.004630 0.004630
WY0065 WY Berkley Federal #2 0.00750 0.00563 0.00563 0.004500 0.003754 0.003754
WY0066 WY Champlin 358 H 2 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0073 WY Champlin 288 B 2 0.00696 0.00522 0.00522 0.004175 0.003549 0.003549
WY0074D WY Champlin 358 B 3 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
29
WY0077D WY Champlin 186 G 3 0.004500 0.003825 0.003825
WY0082 WY Champlin 243 B 1 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0084 WY Wagon Spoke 10-14 0.00423 0.00348 0.00348 0.002539 0.002089 0.002089
WY0086 WY East Trumpeter 10-2 0.000400 0.000344 0.000344
WY0087 WY East Trumpeter 40-2 0.000405 0.000344 0.000344
WY0090D WY Anderson 4 1A 0.00066 0.00058 0.000396 0.000317 0.000317
WY0091 WY Wagon Spoke 14-14 0.00556 0.00348 0.00348 0.003338 0.003303 0.003303
WY0092D WY Fabian Ditch 4-28 0.001157 0.000864 0.000864
WY0095 WY Fabian Ditch 5-28 0.00193 0.00144 0.00144 0.001193 0.000955 0.000955
WY0100 WY Rainbow Federal 1-30 #3 0.00750 0.00563 0.00563 0.004500 0.003684 0.003684
WY0107 WY Champlin 206 G 1 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0108 WY Champlin 288 D 1 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0111 WY Champlin 358 H 3 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0112 WY Champlin 186 F 4 0.00750 0.00562 0.00562 0.004500 0.003821 0.003821
WY0113 WY Champlin 357 B 3 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0114 WY Champlin 186 B 4 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0115 WY Champlin 357 B 4 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0116 WY Champlin 288 B 3 0.00696 0.00522 0.00522 0.004175 0.003549 0.003549
WY0118 WY Champlin 206 F 3 0.00750 0.00564 0.00564 0.004500 0.003764 0.003764
WY0119 WY Champlin 206 E 3 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0120 WY Champlin 186 I 3 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0122 WY Champlin 186 H 2 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0126 WY Champlin 358 G 2 0.004500 0.003825 0.003825
WY0127 WY Champlin 358 G 3 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0128 WY Champlin 186 F 3 0.004500 0.003821 0.003821
WY0131 WY Champlin 358 B 4 0.004500 0.003825 0.003825
WY0132 WY Wagon Spoke 20-14 0.00423 0.00348 0.00348 0.002539 0.002089 0.002089
WY0134 WY Champlin 186 B 3 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0145 WY Champlin 288 C 1 0.00811 0.00608 0.00608 0.004864 0.004135 0.004135
WY0147 WY Miller #2 0.00973 0.00729 0.00729 0.005836 0.004921 0.004921
WY0149 WY Grace 1-6 #3 0.00924 0.00693 0.00693 0.005544 0.004713 0.004713
WY0152 WY Grace 1-30 #3 0.01000 0.00750 0.00750 0.006000 0.005010 0.005010
WY0155 WY State of Wyoming #2 0.01000 0.00750 0.00750 0.006000 0.004950 0.004950
WY0158 WY Champlin 149 I 3 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0159 WY Champlin 149 I 4 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0160 WY Kobus Federal #3 0.06328 0.06328 0.375000 0.306220 0.306220
WY0160 WY Kobus Federal #3 0.01000 0.00750 0.00750 0.006000 0.004903 0.004903
WY0162 WY Champlin 358 G 4 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0166 WY Champlin 122 D 2 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0169 WY Government Federal 1-12 #2 0.00875 0.00695 0.00695 0.006750 0.005702 0.005702
WY0178 WY Grynberg 1-31 #2 0.05145 0.05145 0.300000 0.246639 0.246639
WY0178 WY Grynberg 1-31 #2 0.00750 0.00563 0.00563 0.004500 0.003684 0.003684
WY0182 WY Rainbow Federal 1-6 #2 0.01000 0.00750 0.00750 0.006000 0.004968 0.004968
WY0183 WY Reading & Bates 1-18 #3 0.01000 0.00769 0.00769 0.007003 0.005778 0.005778
WY0185 WY Champlin 285 M 1 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0186 WY Champlin 285 H 3 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0188 WY Champlin 289 D 1 0.01000 0.00750 0.00750 0.006000 0.005100 0.005100
WY0190 WY Champlin 206 I 1 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0200 WY State of Wyoming AI-2 0.01000 0.00750 0.00750 0.006000 0.004500 0.004500
WY0203 WY Champlin 186 E 2 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0204 WY Harrington Federal Unit 2 0.00800 0.00622 0.00622 0.004802 0.003733 0.003733
WY0208 WY Champlin 289 B-1 0.33333 0.25000 0.25000 0.199800 0.169800 0.169800
WY0209 WY Champlin 357 C 3 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0211 WY Granger Federal 2-8 #2 0.01000 0.00803 0.00803 0.008800 0.007620 0.007620
WY0213 WY Altrogge 3-18 0.001454 0.000893 0.000893
WY0214 WY Bruff Unit 22 0.00333 0.00237 0.00267 0.002000 0.001700 0.001700
WY0215 WY Bruff Unit 23 0.00333 0.00229 0.00229 0.002000 0.001558 0.001558
30
WY0216 WY Bruff Unit 24 0.002000 0.001700 0.001700
WY0217 WY Bruff Unit 25 0.00333 0.00250 0.00250 0.002000 0.001700 0.001700
WY0218 WY Bruff Unit 26 0.00333 0.00229 0.00229 0.002000 0.001558 0.001558
WY0219 WY Bruff Unit 27 0.00333 0.00229 0.00229 0.002000 0.001558 0.001558
WY0220 WY Bruff Unit 28 0.00333 0.00250 0.00250 0.002000 0.001700 0.001700
WY0221 WY Bruff Unit 29 0.00333 0.00229 0.00229 0.002000 0.001558 0.001558
WY0222 WY Bruff Unit 30 0.00333 0.00229 0.00229 0.002000 0.001558 0.001558
WY0223 WY Bruff Unit 31 0.00333 0.00229 0.00229 0.002000 0.001558 0.001558
WY0224 WY Bruff Unit 32 0.00333 0.00229 0.00229 0.002000 0.001558 0.001558
WY0225 WY Bruff Unit 33 0.002000 0.001558 0.001558
WY0226 WY Clifton Federal 28-3 0.00500 0.00375 0.00375 0.003000 0.002625 0.002625
WY0227 WY Clifton Federal 28-4 0.00500 0.00375 0.00375 0.003000 0.002625 0.002625
WY0228 WY Pando Federal 32 3 0.00500 0.00375 0.00375 0.003000 0.002625 0.002625
WY0229 WY Pando Federal 32 4 0.00500 0.00375 0.00375 0.003000 0.002625 0.002625
WY0232 WY Champlin 285 A 4 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0234 WY Lansdale Federal 4 3 0.000348 0.000305 0.000305
WY0235 WY Lansdale Federal 4 4 0.000348 0.000305 0.000305
WY0236 WY Lansdale Federal 28 4 0.000410 0.000350 0.000350
WY0237 WY Hagood Federal 12 3 0.00063 0.00047 0.00047 0.000375 0.000328 0.000328
WY0238 WY Hagood Federal 12 4 0.00063 0.00047 0.00047 0.000375 0.000328 0.000328
WY0245 WY USA Bannon #2 0.01000 0.00750 0.00750 0.006000 0.004950 0.004950
WY0246 WY Champlin 285 L 2 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0248 WY Champlin 326 D 4 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0250 WY Legacy Federal 10-14 0.00417 0.00313 0.00313 0.002502 0.002012 0.002012
WY0254 WY East Trumpeter 31-2 0.00067 0.00051 0.00051 0.000405 0.000344 0.000344
WY0263 WY Storm Shelter 40-20 0.00595 0.00447 0.00447 0.003573 0.002908 0.002908
WY0264 WY Storm Shelter 30-29 0.00838 0.00628 0.00628 0.005470 0.004383 0.004383
WY0265 WY Judith Federal 30-32 0.00938 0.00703 0.00703 0.005625 0.004641 0.004641
WY0266 WY Green River 30-17 0.90949 0.68237 0.68237 0.545400 0.445000 0.445000
WY0268 WY Storm Shelter 10-20 0.00838 0.00628 0.00628 0.005470 0.004383 0.004383
WY0275 WY Champlin 122 F 1 0.00763 0.00572 0.00572 0.004578 0.003891 0.003891
WY0300 WY Champlin 243 A 3 0.00750 0.00562 0.00562 0.004499 0.003824 0.003824
WY0301 WY Champlin 243 A 4 0.00750 0.00562 0.004499 0.003824 0.003824
WY0302 WY Champlin 288 A 3 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0303 WY Champlin 288 A 4 0.00750 0.00563 0.00563 0.004500 0.003825 0.003825
WY0309 WY CIG 3-10 0.002813 0.002323 0.002323
WY0310 WY CIG 4-10 0.002813 0.002323 0.002323
WY0312 WY Champlin 288 E 3 0.00806 0.00604 0.00604 0.004834 0.004109 0.004109
WY0313 WY Champlin 288 E 4 0.00806 0.00604 0.00604 0.004834 0.004109 0.004109
WY0800 WY Mesa 40-19 0.50000 0.37500 0.37500 0.300000 0.247500 0.247500
WY0801 WY Mesa 30-20 0.82228 0.61671 0.61671 0.493400 0.377000 0.377000
WY0802 WY Lodgepole 10-1 0.71648 0.53736 0.53736 0.429900 0.333200 0.333200
WY0808 WY Green River 33-17 0.74917 0.56187 0.56187 0.449500 0.368800 0.368800
WY0810 WY South Fork Federal 40-24 1.00000 0.80000 0.80000 0.650000 0.526500 0.526500
WY0813 WY Four Mile Gulch 10-32 0.55430 0.44347 0.44347 0.332580 0.269400 0.269400
WY0814 WY Mesa 40-20 0.43651 0.33296 0.33296 0.425800 0.325400 0.325400
WY0815 WY Mesa Federal 20-19 0.50000 0.37500 0.37500 0.300000 0.247500 0.247500
WY0816 WY Four Mile Gulch 20-32 0.41830 0.33300 0.33300 0.250980 0.204860 0.204890
WY0818 WY Seven Mile Gulch 10-18 1.00000 0.76500 0.76500 0.600000 0.477000 0.477000
WY0819 WY Anderson 4-3 0.654200 0.539759 0.539759
WY0821 WY Lodgepole 20-11 0.95300 0.71483 0.71483 0.569200 0.438900 0.438900
WY0826 WY Mesa Federal 30-30 0.31363 0.23839 0.23842 0.256700 0.206600 0.206600
WY0841 WY S. Lodgepole 22-29(H) 0.43155 0.33683 0.33683
WY0805 WY Emigrant Springs 30-4 1.00000 0.82500 0.82500
WY0830 WY Fontenelle Dam 10-35 1.00000 0.82438 0.82438
31
SCHEDULE I
BANNONS INTEREST
BEFORE PAYOUT AFTER PAYOUT
Well Name Location Zone WI NRI WI NRI
- ----------------------------------------------------------------------------------------------------------------
NEW MEXICO PROVED DEVELOPED BEHIND PIPE
Chacon Federal 101 NENE 19-24N-3W Pict. Cliff 100.00000% 85.00000%
Chacon Federal 7 SENE 30-24N-3W Pict. Cliff 100.00000% 85.00000%
Rincon 19-3 SWNW 19-24N-6W Pict. Cliff 100.00000% 74.68652%
Rincon 1 NENW 30-24N-6W Pict. Cliff 100.00000% 74.68652%
Chacon Federal 1 SESE 30-24N-3W Pict. Cliff 100.00000% 85.00000%
Chacon Federal 5 SESE 19-24N-3W Pict. Cliff 100.00000% 85.00000%
Lybrook Fed. 24-5 NESE 24-24N-7W Pict. Cliff 97.50000% 85.31300%
Lybrook Fed. 24-4 SENE 24-24N-7W Pict. Cliff 97.50000% 85.31300%
Grace Federal 24-1R NWNW 24-24N-7W Pict. Cliff 100.00000% 74.56300%
Rincon 2 SWNE 30-24N-6W Pict. Cliff 100.00000% 74.68652%
Mesa 25-7 SWNW 25-24N-7W Pict. Cliff 100.00000% 74.56300%
Mesa 25-3R SWSW 25-24N-7W Pict. Cliff 89.83700% 66.98500%
Mesa 25-6 NWSE 25-24N-7W Pict. Cliff 95.00000% 70.83400%
Mesa 25-5 SESE 25-24N-7W Pict. Cliff 87.00000% 64.86900%
Mesa 25-2 NESE 25-24N-7W Pict. Cliff 87.00000% 64.86900%
Goff 30-5 SWNW 30-24N-6W Pict. Cliff 87.50000% 64.90900%
Chacon Amigos 3 SWNW 12-22N-3W Pict. Cliff 100.00000% 78.33330%
Chacon Amigos 4 NESW 12-22N-3W Pict. Cliff 100.00000% 78.33333%
NEW MEXICO PROVED UNDEVELOPED
N. Lybrook 24N SESW 24-24N-7W Gallup 100.00000% 87.50000%
Chacon Federal 19L NWSW 19-24N-3W Gall/Dakota 100.00000% 85.00000%
N. Lybrook 25H SENE 25-24N-7W Gallup 87.00000% 64.86900%
Chacon Federal 30D NWNW 30-24N-3W Gall/Dakota 100.00000% 85.00000%
N. Lybrook 25O SWSE 25-24N-7W Gallup 87.00000% 64.86900%
S. Lybrook 4M SWSW 4-23N-TW Gallup 100.00000% 75.00000%
N. Lybrook 24L NWSW 24-24N-7W Gallup 100.00000% 87.50000%
N. Lybrook 24L NWSW 24-24N-7W Pict. Cliff 100.00000% 87.50000%
S. Lybrook 4E SWNW 4-23N-7W Gallup 100.00000% 75.00000%
N. Lybrook 24M SWSW 24-24N-7W Gallup 100.00000% 87.50000%
S. Lybrook 9A NENE9-23N-7W Gallup 87.50000% 72.18750%
South Blanco 23L NWSW 23-24N-8W Gallup 98.34700% 82.68100%
S. Lybrook 10A NENE 10-23N-7W Gallup 100.00000% 75.00000%
South Blanco 23K NESW 23-24N-8W Gallup 98.34700% 82.68100%
S. Lybrook 10P SESE 10-23N-7W Gallup 100.00000% 75.00000%
South Blanco 23J NWSE 23-24N-8W Gallup 98.34700% 82.68100%
S. Lybrook 11L NWSW 11-23N-7W Gallup 100.00000% 77.50000%
South Blanco 23I NESE 23-24N-8W Gallup 98.34700% 82.68100%
S. Lybrook 11P SESE 11-23N-7W Gallup 100.00000% 77.50000%
South Blanco 22I NESE 22-24N-8W Gallup 81.52800% 68.46200%
S. Lybrook 11I NESE 11-23N-7W Gallup 100.00000% 77.50000%
South Blanco 24L NWSW 24-24N-8W Gallup 81.52800% 68.46200%
32
S. Lybrook 12M SWSW 12-23N-7W Gallup 93.75000% 77.81300%
South Blanco 24M SWSW 24-24N-8W Gallup 81.52800% 68.46200%
S. Lybrook 13D NWNW 13-23N-7W Gallup 100.00000% 81.50000%
E. Lybrook PC#1 SENE 2-23N-6W Pict. Cliff 57.00000% 42.76000%
S. Lybrook 14D NWNW 14-23N-7W Gallup 100.00000% 82.50000%
E. Lybrook PC #2 SESE 2-23N-6W Pict. Cliff 57.00000% 42.76000%
S. Lybrook 14K NESW 14-23N-7W Gallup 100.00000% 82.50000%
S. Lybrook 14L NWSW 14-23N-7W Gallup 100.00000% 82.50000%
S. Lybrook 14F SENW 14-23N-7W Gallup 100.00000% 82.50000%
NEW MEXICO PROBABLE
South Blanco Fed 22-1 SWSE 22-24N-8W Pict. Cliffs 0.81528 0.68462
South Blanco Fed 23-1 SWSW 23-24N-8W Pict. Cliffs 0.98347 0.82681
South Blanco Fed 25-1 NESW 25-24N-8W Pict. Cliffs 0.98602 0.82779
South Blanco Fed 25-5 NWSW 25-24N-8W Pict. Cliffs 0.98602 0.82779
South Blanco Fed 25-6 SWNW 25-24N-8W Pict. Cliffs 0.98602 0.82779
WYOMING NON-AMI PROVED UNDEVELOPED
Grynberg 1-31 #3 SE-31-23N-111W Frontier 0.00000% 5.14500% 30.00000% 24.66399%
Kobus Federal 4 SW-12-18N-112W Dakota 93.75000% 76.55250% NA NA
Kobus Federal 4 SW-12-18N-112W Frontier 0.00000% 6.32810% 37.50000% 30.62200%
WYOMING AMI PROVED UNDEVELOPED
ANDERSON 4-2 4-20N-112W Commingled 1.00000% 0.82500%
BERKELY 2-3 24-18N-113W Commingled 0.75000% 0.56250% 0.45000% 0.37540%
CHAMPLIN 186 G-4 31-19N-112W Commingled 0.75000% 0.56590% 0.45000% 0.38440%
CHAMPLIN 206 E-4 7-18N-111W Commingled 0.75000% 0.56250% 0.45000% 0.38250%
CHAMPLIN 285 A-5 27-20N-112W Commingled 0.75000% 0.56250% 0.45000% 0.38250%
CHAMPLIN 288 B-4 11-20N-112W Frontier 0.75000% 0.56250% 0.45000% 0.38250%
CHAMPLIN 288 D-2 8-20N-112W Commingled 0.75000% 0.56250% 0.45000% 0.38250%
CHAMPLIN 288 D-3 8-20N-112W Frontier 0.75000% 0.56250% 0.45000% 0.38250%
GRACE FEDERAL 1-6 #4 6-18N-112W Frontier 0.92400% 0.69300% 0.55440% 0.46300%
GRACE FEDERAL 1-30 #4 30-18N-112W Commingled 1.00000% 0.75000% 0.60000% 0.50100%
GRACE FEDERAL 1-30 #5 30-18N-112W Commingled 1.00000% 0.75000% 0.60000% 0.50100%
GRYNBERG 1-31 #3 31-23N-111W Frontier 0.75000% 0.56250% 0.45000% 0.36840%
GRYNBERG 1-31 #4 31-23N-111W Frontier 0.75000% 0.56250% 0.45000% 0.36840%
KOBUS FEDERAL #4 12-18N-112W Frontier 1.00000% 0.75000% 0.60000% 0.49030%
MILLER #3 20-20N-112W Frontier 0.97260% 0.72950% 0.58360% 0.49210%
RAINBOW FEDERAL 1-6 #4 6-22N-111W Frontier 1.00000% 0.75000% 0.60000% 0.49680%
RAINBOW FEDERAL 1-30 #4 30-23N-111W Frontier 0.75000% 0.56250% 0.45000% 0.36840%
READING & BATES 1-18 #4 18-19N-111W Frontier 1.00000% 0.76880% 0.70300% 0.57780%
STATE OF WYOMING NO. 3 36-18N-113W Commingled 1.00000% 0.75000% 0.60000% 0.49500%
ANADARKO PROVED DEVELOPED BEHIND PIPE
Morrison #1 191 42 H/TC Middle Morrow 98.33750% 73.73087%
Mathers #1-31 31-5N-27EC Council Grove 59.37500% 46.88723%
Guy #1-4 4-4N-27EC Council Grove 83.25000% 64.36265%
Bond #1-32 32-5N-27EC Council Grove 59.68750% 44.84121%
Make Believe #1 29 44SMITH Granite Wash 75.00000% 55.11313%
Allen 1-24 24-4N-27EC Council Grove 93.97461% 68.85087%
33
Allen Estate "A" 17 12 H/GN Novi Lime 50.00000% 43.22505%
Laverty #1-30 30-4N-28EC Council Grove 93.97461% 68.94635%
Barnes #1 57 4T T/NO Up Marmaton 48.75000% 39.75778%
Endicott #1 68 4T T/NO Up/Low 48.75000% 42.64465%
Boese #1 45 4 GH/H Up Marmaton 98.42051% 75.44890%
Allen Estate "A" 17 12 H/GN Marmaton 50.00000% 43.22505%
ANADARKO PROVED UNDEVELOPED
Crabtree Estate #2 18-4N-23EC Chester 68.17500% 50.06510%
Allen 2-24 24-4N-27EC Chester 93.97461% 68.85087%
Allen 2-24 24-4N-27EC Council Grove 93.97461% 68.85087%
Martin #2 800 43 H/TC Cleveland 91.32104% 73.36124%
Martin #2 800 43 H/TC Tonkawa 91.32104% 73.36124%
Parsell Ranch 2-147 147 42 H/TC Morrow 97.50000% 85.31250%
Kelln sec 153 153 43 H/TC Tonkawa 99.25000% 74.43750%
Kelln sec 151 151 43 H/TC Tonkawa 98.12500% 73.59380%
Kelln sec 112 112 43 H/TC Tonkawa 97.00000% 72.75000%
Ben Hill #8 145 42 H/TC Morrow 89.45313% 78.27148%
Mathers #2 31-5N-27EC Council Grove 59.37500% 46.88723%
Guy #2 4-4N-27EC Council Grove 83.25000% 64.36265%
Bond #2 31-5N-27EC Council Grove 59.68750% 44.84121%
Piper #2 632 43 H/TC Cleveland 56.25000% 45.70300%
Boese #2 45 4 GH/H Marmaton 98.42051% 75.44890%
Boese #3 45 4 GH/H Marmaton 98.42051% 75.44890%
Endicott #2 68 4T T/NO Marmaton 48.75000% 42.64465%
Martin #3 800 43 H/TC Cleveland 91.32104% 73.36124%
Martin #3 800 43 H/TC Tonkawa 91.32104% 73.36124%
Barnes #2 57 4T T/NO Marmaton 48.75000% 39.75778%
Barnes #3 57 4T T/NO Marmaton 48.75000% 39.75778%
ANADARKO PROBABLE
Barnes #4 56 4T T/NO Marmaton 48.75000% 39.75778%
Barnes #5 56 4T T/NO Marmaton 48.75000% 39.75778%
Barnes #6 56 4T T/NO Marmaton 48.75000% 39.75778%
Endicott #3 68 4T T/NO Marmaton 48.75000% 42.64465%
Endicott #4 68 4T T/NO Marmaton 48.75000% 42.64465%
Boese #4 45 4 GH/H Marmaton 98.42051% 75.44890%
Boese #5 45 4 GH/H Marmaton 98.42051% 75.44890%
CEDAR SPRINGS PROVED UNDEVELOPED
Terrell Estate Tract Well #1 CV Taylor Sand 100.00000% 79.70000%
Terrell Estate Tract Well #2 CV Taylor Sand 100.00000% 79.70000%
Vedt/Todd Tract CV Taylor Sand 100.00000% 79.70000%
Childress Tract (or vicinity) CV Taylor Sand 100.00000% 79.70000%
Cedar Springs Well #5 100.00000% 79.70000%
Cedar Springs Well #6 100.00000% 79.70000%
Cedar Springs Well #7 100.00000% 79.70000%
34
SECLUSION PROSPECT PROVED UNDEVELOPED
Well #1 G. Edwards Survey 9500/E Wilcox 100.00000% 75.00000% 87.50000% 65.62500%
Well #2 G. Edwards Survey 8800/9000 100.00000% 75.00000% 87.50000% 65.62500%
Well #3 9500/9700 100.00000% 75.00000% 87.50000% 65.62500%
Well #4 9500/9700 100.00000% 75.00000% 87.50000% 65.62500%
POPP/KALLINA PROSPECT PROVED UNDEVELOPED
Well #1 (Kallina Lease) I&GNRR Survey Yegua 100.00000% 75.00000% 87.50000% 65.62500%
Well #2 Yegua 100.00000% 75.00000% 87.50000% 65.62500%
Well #3 100.00000% 75.00000% 87.50000% 65.62500%
Well #4 100.00000% 75.00000% 87.50000% 65.62500%
Well #5 100.00000% 75.00000% 87.50000% 65.62500%
WRIGHT MOUNTAIN PROSPECT
Jordan #1 100.00000% 75.00000% 75.00000% 56.25000%
Wright Mtn (Lomak) prob 1 100.00000% 75.00000% 75.00000% 56.25000%
Wright Mtn (Lomak) prob 2 100.00000% 75.00000% 75.00000% 56.25000%
Wright Mtn (Lomak) prob 3 100.00000% 75.00000% 75.00000% 56.25000%
Wright Mtn Well 2 100.00000% 75.00000% 75.00000% 56.25000%
Wright Mtn Well 3 100.00000% 75.00000% 75.00000% 56.25000%
Notwithstanding the interests set out above, it is the intent of Seller and
Buyer that the interests of Seller in the wells conform to those interests
utilized by Huddleston & Co., Inc. in connection with its recent reserve
reports prepared for Seller.
35
SCHEDULE II
Attached to and made a part of that certain Purchase and
Sale Agreement dated April 4, 1996
between Bannon Energy Incorporated and Lomak Petroleum, Inc.
Retained Equipment/Inventory
----------------------------
Quantity Item
-------- ----
3,100 ft 7 5/8" Casing Condition D
240 ft 7 5/8" Casing Condition A
23,200 ft 2 3/8" Tubing Condition C
1,220 ft 5 1/2" Casing Condition A
150 ft 10 3/4" Casing Condition A
130 ft 9 5/8" Casing Condition A
88 ft 8 5/8" Casing Condition A
200 ft 4 1/2" Casing Condition C
Mixed Cut Offs
760 ft 2 3/8" Blast Joints
3 Gas Production Unit, 20" x 7'6", 6500# Coils, 750,000 BTU/Hr, New, J.W. Williams
1 Gas Production Unit, 20" x 7'6", 6500# Coils, 750,000 BTU/Hr, reconditioned to new
specs
1 Gas Production Unit, 20" x 7'6", 6500# Coils, 750,000 BTU/Hr, New, West Fab
10 Tanks, 750 gal. square, with stands
36
Exhibit B
---------
CONDITIONAL GUARANTY
This Guaranty is made this day of , 1996 by the
undersigned Robert D. Johnson (the "Guarantor").
W I T N E S S E T H :
WHEREAS, the Guarantor owns a majority of the issued and
outstanding shares of the Common Stock of Bannon Energy Incorporated
("Seller");
WHEREAS, Lomak Petroleum, Inc. ("Buyer") has required as a
condition to the acquisition of certain assets from Seller that the Guarantor
conditionally guarantee the performance of certain obligations of the Seller
under the agreement ("Agreement") pursuant to which such assets will be sold;
WHEREAS, Buyer and Seller have negotiated the terms of the
Agreement in the form annexed hereto as Exhibit A.
NOW, THEREFORE, in consideration of Buyer entering into the
Agreement and the benefits that Guarantor will realize therefrom, Guarantor
hereby acknowledges and agrees as follows:
1 Subject to Section 2 hereof, in the event that Seller
fails to perform any obligation required to be performed by Seller under the
Agreement, after the giving of written notice (the "Notice") by Buyer to Seller
of such failure, with a copy of the Notice to Guarantor, Guarantor shall be
obligated to perform such obligation or at Guarantor's option to pay to Buyer
the monetary value thereof. Upon performance or payment of said monetary value
Guarantor shall be entitled to receive any benefit which the Seller would have
been entitled to receive under the Agreement upon performance or the making of
such payment.
2
3 Notwithstanding the terms of Section 1, this Guaranty
shall not be enforced against the Guarantor with respect to any specific claim
if, within 15 days after receipt of a Notice, the Guarantor delivers to Buyer
current documented evidence reasonably satisfactory to Buyer that the net worth
of Seller as of its most recent fiscal year then ended, or any later fiscal
period, is at least $2,500,000 and that the current cash or cash equivalent
assets of Seller as at the end of such fiscal period are at least $1,000,000.
If the close of Seller's most recent fiscal year is 90 days or more prior to
the date of a Notice, Seller must further provide Buyer with an affidavit of
its president and its chief financial officer stating that there has been no
material adverse change in its financial condition since such fiscal year end.
The obligations of Guarantor under Section 1 shall be fully effective with
respect to the obligations of Guarantor if the documented evidence is not
provided or is insufficient, or if the documented evidence does not satisfy the
foregoing financial tests. In lieu thereof the Guarantor or Seller may provide
a letter of credit reasonably acceptable to Buyer in an amount equal to the
lesser of the amount claimed or $2,000,000 as security for payment or
performance thereof by Seller. If Buyer is unable to enforce its remedies
against Seller to pay, because of the financial inability of Seller, Buyer may
immediately enforce this Guaranty against the Guarantor notwithstanding any
other provision of this Conditional Guaranty. Similarly, at any time that
Seller no longer meets the financial tests set forth herein, Buyer may enforce
this Guaranty against the Guarantor notwithstanding any other provision of this
Conditional Guaranty.
4 No waiver or amendment of the Agreement by Seller and
Buyer shall alter the terms of this Guaranty.
37
5 This Guaranty shall be governed by and construed in
accordance with the laws of the State of Texas, without giving effect to the
conflict of law rules. Each provision of this Guaranty shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Guaranty shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Guaranty.
The Guarantor hereby irrevocably agrees that any action or
proceeding in connection herewith may be brought in any state or federal court
in the State of Texas and irrevocably submits to the non-exclusive jurisdiction
of such courts. The undersigned waives and agrees not to raise any present or
future claim he may have that any such court is not a convenient forum.
IN WITNESS WHEREOF, this instrument has been duly executed and
delivered as of this day of , 1996.
____________________________
Robert D. Johnson
1
Exhibit 2
NEWS RELEASE
LOMAK SIGNS $38 MILLION ACQUISITION
FORT WORTH, TEXAS, APRIL 8, 1996. . . LOMAK PETROLEUM, INC. announced today
that it had agreed to acquire a group of oil and gas properties from a private
company for $38 million. As of January 1, 1996, the properties were estimated
to contain proven reserves of 63.0 Bcf of gas and 2.1 million barrels of oil
(75.4 Bcf equivalents). Approximately 90% of the reserves are in Texas,
Oklahoma and New Mexico with the remainder in the Rocky Mountains. The Company
plans to resell the Rocky Mountain properties or to trade them for properties
in its existing core operating areas. The properties include 288 producing
wells and 108 proven recompletion and development drilling opportunities. Also
included are 17,300 net acres located in east and south Texas which provide
significant exploitation and exploration potential. Closing, which is subject
to final due diligence and regulatory approval, is expected within forty-five
days.
Including the pending transaction, Lomak will have acquired $57 million of
properties in 1996. On a pro forma basis, these purchases would have increased
year end 1995 proved reserves by 36% to 406 Bcfe. The pretax present value of
the reserves would have risen 31% to $300 million. In aggregate, the reserves
acquired in 1996 will have been purchased at an average cost of $.53 per Mcfe.
PROVED OIL AND GAS RESERVE SUMMARY
(000'S)
December 31, 1995
Percent
Historical Pro Forma (1) Change
Proved reserves
Oil (Bbl) 10,845 14,740 + 35.9%
Gas (Mcf) 233,629 317,740 + 36.0%
Mcfe (6:1) 298,698 406,178 + 36.0%
Future net cash flow (2) $ 413,192 $ 555,542 + 34.5%
Present value (3) $ 229,296 $ 300,597 + 31.1%
__________
(1) Pro forma to include closed or announced acquisitions through April 8,
1996.
(2) Based on product prices and costs then in effect held constant for the
life of the properties.
(3) On a pre-tax basis, at a 10% discount rate.
Lomak also announced that it had sold 600,000 shares of its common stock to a
limited number of institutional investors for a net consideration of
approximately $7 million. The proceeds will be used to fund a portion of the
$38 million acquisition. The remaining portion of the purchase will be funded
by borrowings under the Company's existing revolving credit facility.
2
Commenting on the announcement, John H. Pinkerton, Lomak's President, said,
"With the closing of the announced purchase, more than 100 Bcfe will have been
added to our proved reserves since year end. That is an exceptional degree of
progress to have achieved in the first four months of the year. Just as
significantly, the properties include a number of extremely promising
exploratory prospects, several of which are already well defined through
conventional and 3-D seismic. Should initial drilling, which could commence
within six months, confirm our interpretation of even a few of these prospects,
exploration could begin to contribute a meaningful portion of our ongoing
reserve growth.
Given the additional acquisition opportunities under review and our growing
exploration and development budget, we elected to fund a portion of the
upcoming purchase through a private placement of common stock. We are gratified
by the growing institutional demand for our stock and were pleased to reconfirm
that additional equity capital is readily available should we require it."
LOMAK PETROLEUM, INC. (NASDAQ: LOMK) is engaged in the acquisition, production
and development of oil and gas properties in Texas, Oklahoma and Appalachia.
96-5
Contact: C.R. Michaels, Vice Chairman (216) 877-6747
